Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No.         )

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Table of Contents

2015 ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT
CIGNA CORPORATION

GRAPHIC

GRAPHIC

Wednesday, April 22, 2015 at 8:00 A.M.


Windsor Marriott Hotel, Ballroom 4 l 28 Day Hill Road l Windsor, CT 06095


GRAPHICLOGO

March 13, 201518, 2016

900 Cottage Grove Road

Bloomfield, Connecticut 06002

Dear Cigna Shareholder:

On behalf of the Cigna Corporation Board of Directors, our senior leadership teamEnterprise Leadership Team and our Cignamore than 39,000 colleagues around the globe, we are pleased to cordially invite you to attend our 20152016 Annual Meeting of Shareholders on April 22, 2015.27, 2016. The attached Notice of 2016 Annual Meeting of Shareholders and proxy statement containProxy Statement contains important information about the business to be conducted at the Annual Meeting.

Over this past2015 marked the sixth consecutive year Cigna'sof strong financial and operating performance continued. In the face of a challenging and dynamic environment, 2014 represented a fifth consecutive year of delivering competitively attractive financialfor Cigna, in which we again delivered outstanding results for our shareholders. This track record of outstanding results and differentiated shareholder returns continuesWe continue to be driven by Cigna's globalour Company’s clear mission and the disciplinedeffective execution of our strategy. We continue to effectively invest in our capabilities and expand our offerings in new and existing geographies while driving innovationfocused global strategy, as rapidly evolving market forces present exciting opportunities to deliver value to a variety of stakeholders.

Paramount to our approach to value creation, and our ability to consistently achieve competitively attractive results and strong shareholder returns, is putting the market, including newcustomer at the center of everything we do. This commitment is underscored through continuing investments in our business, the expansion of our personalized offerings in targeted geographic markets, and our efforts to transform the health care delivery system through innovative, aligned incentive and engagement programs with providers and customers.

Further accelerating our engaged customersstrategy, in mid-2015 we entered into an historic agreement to combine with Anthem, representing a unique opportunity to improve health service access, quality and providers.

We are positioning our companyaffordability for consumers. Your vote in support of this combination was an important one in bringing together two complementary businesses, with strong value propositions, committed to grow and win inbuilding a rapidly changing market environment. By embracing change and leveraging our four critical capabilities — insights, localization, personalization and talent — we will drive value creation over the long-term. Our ability to leverage these differentiated capabilities across our Company, effectively deploy capital, and take advantage of new and emerging market opportunities, are the forces behind our goal of doubling our revenues over the next seven to eight years.more sustainable, value-based health care system.

In this proxy statement, you will find more detail ona discussion of our pay-for-performance philosophy. Our compensation program that ensures that the interestsperformance goals of Cigna'sCigna’s executives are well aligned with the goalsobjectives of our Company through a reward and incentive program based on disciplined measures of Companyperformance. We also provide detail on two significant governance changes — the beginning of the previously announced phased implementation of our declassified board structure, and individual performance.the adoption of a separate Directors Code of Business Conduct and Ethics for our Board.

We believe thatOur Board of Directors, comprised of individuals with diverse experiences and skills, is committed to strong corporate governance provides the foundationas a framework for financial integrity, shareholder confidencetransparency and competitively attractive performance. During 2014, we continued our commitment to strong corporate governance practices, with a Board of Directors that is diverse in terms of its composition, skills and experience and a Board self-assessment that was conducted by an independent third party.

Your vote is very important. Whether or not you plan to attend the 2016 Annual Meeting, we hope that you will cast your vote as soon as possible. Please review the instructions on each of your voting options described in the Important Notice Regarding the Availability of Proxy Materials. Additional instructions on how to vote can be found on pages 775 through 1077 of the proxy statement.

We look forward to seeing you at the 20152016 Annual Meeting. As always, thank you for your continued support of Cigna.

Sincerely,

Sincerely,

/s/ David M. Cordani
/s/ Isaiah Harris, Jr.

David M. Cordani

President and Chief Executive Officer


  

/s/

Isaiah Harris, Jr.
Isaiah Harris, Jr.

Chairman of the Board


Table of Contents


          NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

GRAPHIC


NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS

LOGO


Date and Time:DATE AND TIME:  

Wednesday,April 22, 201527, 2016 at 8:00 a.m.


Place:PLACE:

  

Windsor Marriott Hotel, Ballroom 4

28 Day Hill Road

Windsor, Connecticut 06095


Items of Business:ITEMS OF BUSINESS:

  

Proposal 1:1: Election of the threefour director nominees for one-year terms expiring in April 2018.




2017.

Proposal 2:2: Advisory approval of executive compensation.




Proposal 3:3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company'sCompany’s independent registered public accounting firm for 2015.




2016.

Consideration of any other business properly brought before the meeting.


Record Date:RECORD DATE:

  

You may vote on the matters presented at the Annual Meeting if you were a shareholder of record on Monday, February 23, 2015. Only Cigna shareholders of record at the close of business on the record date are entitled to receive this notice and vote at the meeting and any adjournment or postponement of the meeting.29, 2016.


Proxy Voting:PROXY VOTING:

  

Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the Internet, or, if you received a proxy card or instruction form, by completing, dating, signing and returning it by mail. For instructions on voting, please see Questions and Answers about Voting beginning on page 7.

 

March 13, 201518, 2016 
 

By order of the Board of Directors,



 

/s/ Neil Boyden Tanner
Neil Boyden Tanner
Corporate Secretary

Important Notice Regarding the Availability of

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
To Be Held on April 22, 2015

the Annual Meeting of Shareholders To Be Held on April 27, 2016

The Notice of Annual Meeting, Proxy Statement and Annual Report for

the fiscal year ended December 31, 2015 are available at www.envisionreports.com/ci.

The Notice of Annual Meeting, Proxy Statement and Annual Report for
the fiscal year ended December 31, 2014 are available at www.envisionreports.com/ci.
 



TABLE OF CONTENTS



TABLE OF CONTENTS          

PROXY STATEMENT SUMMARY

  

1

INFORMATION ABOUT THE 2015 ANNUAL MEETINGCORPORATE GOVERNANCE MATTERS

  

67

CORPORATE GOVERNANCE MATTERS

11

ELECTION OF DIRECTORS (PROPOSAL 1)

  117

PROCESS FOR DIRECTOR ELECTIONS

Process for Director Elections

  117

PROCESS FOR SELECTING AND NOMINATING DIRECTORS

Process for Selecting and Nominating Directors

  117

BOARD OF DIRECTORS’ NOMINEES

Board of Directors' Nominees

  1310

DIRECTORS WHO WILL CONTINUE IN OFFICE

Directors Who Will Continue in Office

  1713

CORPORATE GOVERNANCE POLICIES AND PRACTICES

  2516

DIRECTOR INDEPENDENCE

Role of the Board and Leadership Structure

  2617

BOARD LEADERSHIP STRUCTURE

Other Board Practices

  2717

RESPONSIBILITIES OF THE BOARD

Board Meetings and Committees

  3018

BOARD MEETINGS AND COMMITTEES

Board Oversight of Risk and Enterprise Risk Management

  3220

CODES OF ETHICS

Director Independence

  3322

ANNUAL POLITICAL CONTRIBUTION AND LOBBYING ACTIVITY REPORT

Code of Ethics

  3422

CORPORATE RESPONSIBILITY REPORT

Certain Transactions

  3422

CERTAIN TRANSACTIONS

NON-EMPLOYEE DIRECTOR COMPENSATION

  3522

NON-EMPLOYEE DIRECTOR COMPENSATION

Overview

  3523

OVERVIEW

Director Compensation Program

  3523

DIRECTOR COMPENSATION PROGRAM

Director Compensation Table for 2014

  3723

DIRECTOR COMPENSATION TABLE FOR 2015

Director Ownership

  3825

DIRECTOR OWNERSHIP

COMPENSATION MATTERS

   4026

COMPENSATION MATTERS

27

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (PROPOSAL 2)

  4027

COMPENSATION DISCUSSION AND ANALYSIS

  4128

SUMMARY

Summary

  4128

EXECUTIVE COMPENSATION POLICIES AND PRACTICES

Executive Compensation Policies and Practices

  4632

ELEMENTS OF COMPENSATION

Elements of Compensation

  5135

EMPLOYMENT ARRANGEMENTS AND POST-TERMINATION PAYMENTS

Employment Arrangements and Post-Termination Payments

  6546

PROCESSES AND PROCEDURES FOR DETERMINING EXECUTIVE COMPENSATION

Processes and Procedures for Determining Executive Compensation

  6747

OTHER PRACTICES

Other Practices

  7049

DISGORGEMENT OF AWARDS (CLAWBACK) POLICY

Disgorgement of Awards (Clawback) Policy

  7150

TAX AND ACCOUNTING TREATMENT

Tax and Accounting Treatment

  7250

EXECUTIVE COMPENSATION TABLES

  7351

2015 SUMMARY COMPENSATION TABLE

2014 Summary Compensation Table

  7351

GRANTS OF PLAN-BASED AWARDS IN 2015

Grants of Plan-Based Awards in 2014

  7653

OUTSTANDING EQUITY AWARDS AT YEAR-END 2015

Outstanding Equity Awards at Year-End 2014

  7855

OPTION EXERCISES AND STOCK VESTED IN 2015

Option Exercises and Stock Vested in 2014

  8057

PENSION BENEFITS FOR 2015

Pension Benefits for 2014

  8158

NONQUALIFIED DEFERRED COMPENSATION FOR 2015

Nonqualified Deferred Compensation for 2014

  8460

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Potential Payments Upon Termination or Change of Control

  8561

REPORT OF THE PEOPLE RESOURCES COMMITTEE

  9066

AUDIT MATTERS

  

9167

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3)

  9167

REPORT OF THE AUDIT COMMITTEE

  9370

OWNERSHIP OF CIGNA COMMON STOCK

  

9571

STOCK HELD BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

  9571

STOCK HELD BY CERTAIN BENEFICIAL OWNERS

  9773

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  9773

2016 ANNUAL MEETING AND RELATED MATTERSINFORMATION

  

9874

ANNEX A – RECONCILIATION OF NON-GAAP MEASURES

  

A-1

ANNEX B – SURVEY DATA FOR PRESIDENT—INTERNATIONAL MARKETS

B-1

ANNEX C – 2015 GENERAL INDUSTRY PEER GROUP

  

C-1B-1


PROXY STATEMENT SUMMARY


Table of Contents


PROXY STATEMENT SUMMARY



We provide below highlights of certain information in this proxy statement. This is only a summary — please refer to the complete proxy statementMission and 2014 annual report before you vote.Strategy

MISSION AND STRATEGY

Cigna'sCigna’s mission is to improve the health, well-being and sense of security of the people we serve in our more than 8590 million customer relationships around the globe. This mission andOur strategic focus is centered on delivering valuehigh quality, affordable, and personalized solutions for our customers is at the center of what we do every day.and clients by leveraging our insights, brand, talent and localized approach. Creating value for our customers, and in turn, our shareholders, is a direct result of the effective execution of ourGo Deep, Go Global, Go Individual strategy that we implemented in 2010.

GRAPHIC

We believe

LOGO

As we execute ourGo Deep, Go Global, Go Individual strategy, we are guided by a clear framework that our success in executing our strategy in 2014 and during the past several years provides a strong foundation from whichdrives ongoing value creation. First, we can continue to deliver competitively attractiveleverage our differentiated capabilities across our diversified portfolio of businesses to create value for our customers and clients, which drives strong revenue and earnings revenue growthgrowth. Second, our businesses generate strong margins, and have done so consistently over time, as well as strong free cash flow, that can be deployedwhich gives us significant financial flexibility and the opportunity to create additional valueeffectively deploy capital for Cignathe benefit of shareholders. To achieve our goals,Finally, we have built a guiding framework around three components: leveraging our core capabilities in existing businesses; effectively deploying capital; and pursuing new and emerging opportunities. We continue to investposition ourselves to capitalize on opportunities to expand in new capabilities, personalize our productbuying segments, new distribution marketplaces, and service offerings, and expand our geographic footprint.new geographies. We believe that our guiding framework will continue to drive differentiated value for our customers and shareholders.

Consistent with our mission, we believe in being a good corporate citizen. Every day, Cigna employees around the world make meaningful contributions to improve the health of the communities where we live and work. Our goal is to help ensure that everyone has the best opportunity to achieve their optimal health.

In July 2015, we entered into a merger agreement with Anthem, Inc. (Anthem). Our shareholders overwhelmingly approved this merger at our special meeting in December 2015, with approximately 99% of the votes cast voting in favor of the adoption of the merger agreement, representing approximately 82% of Cigna’s outstanding shares as of the record date for the special meeting. We continue to expect the merger to close in the second half of 2016.

Until the merger with Anthem closes, we remain a separate and independent company, focused on delivering competitively attractive earnings and revenue growth to Cigna shareholders, as we have over the past several years through the successful execution of our strategy.

 

LOGO

GRAPHICCigna

2015 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

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          PROXY STATEMENT SUMMARY

TableBusiness Performance

In 2015, Cigna again delivered strong results with revenue and earnings contributions across the Company’s diversified portfolio of Contents


PROXY STATEMENT SUMMARY  (CONTINUED)


BUSINESS PERFORMANCE

In 2014, Cigna delivered its fifth consecutive year of competitively attractive financial results.businesses. Consolidated revenue increased 8% over 20132014 to $34.9 billion, with each business segment delivering strong growth.$37.9 billion. Consolidated adjusted income from operations* increased to $2.0$2.3 billion compared with $1.93to $2.1 billion for 2013.2014. This reflects strong revenue growth and continued effectivefavorable medical cost management and disciplined expense management.operating costs in the Global Health Care segment. The following charts illustratedemonstrate our track record offor consistent growth.

CONSOLIDATED REVENUES

(IN BILLIONS)

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CONSOLIDATED ADJUSTED INCOME

FROM OPERATIONS*

(IN BILLIONS)

LOGO

GRAPHIC*

    * We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 20142015 for more complete financial information. Consolidated adjusted income from operations is a measure of profitability used by Cigna’s management because it presents the principalunderlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. This consolidated measure we use to assess profitability but it is not a financial measure calculateddetermined in accordance with accounting principles generally accepted accounting principles in the United States (GAAP). and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income. For a reconciliation of consolidated adjusted income from operations to the most directly comparable GAAP financial measure, which is shareholders'shareholders’ net income, see Annex A.

TOTAL SHAREHOLDER RETURN

The chart below shows our TSR as of December 31, 2014, on a one-, three- and five-year basis. For Cigna's TSR relative to its current peer group and the S&P 500 Index, see page 43. In addition, in 2014, we repurchased 18.5 million shares of our stock for approximately $1.6 billion.

Total Shareholder Return

GRAPHIC

The following chart shows our cumulative Total Shareholder Return (TSR) as of December 31, 2015, on a one-, three- and five-year basis. For Cigna’s TSR relative to its Strategic Performance Share performance peer group and the S&P 500 Index, see page 30.

CUMULATIVE TOTAL

SHAREHOLDER RETURN

LOGO

 

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2    2015Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement

GRAPHIC


PROXY STATEMENT SUMMARY

TableBoard of ContentsDirectors

CURRENT

DIRECTORS

 

 

AGE 

 

 

OCCUPATION

 

 

CURRENT TERM
EXPIRATION

 

 

COMMITTEE

MEMBERSHIPS

 

David M. Cordani

 

 50

 

 

President and Chief Executive Officer of Cigna

 

 2016

 

 

Executive

 

Eric J. Foss

 

 57

 

 

Chairman, President and Chief Executive Officer of ARAMARK Corporation

 

 2017

 

 

Corporate Governance

People Resources

 

Michelle D. Gass

 

 48

 

 

Chief Merchandising & Customer Officer of Kohl’s Corporation

 

 2017

 

 

Audit

Corporate Governance

 

Isaiah Harris, Jr.

 

 63

 

 

Former President and Chief Executive Officer of AT&T Advertising & Publishing – East

 

 2016

 

 

Chairman of the Board
Executive (Chair)

 

Jane E. Henney, M.D.

 

 68

 

 

Former Senior Vice President, Provost and Professor of Medicine, University of Cincinnati College of Medicine

 

 2016

 

 

Corporate Governance (Chair)
Executive

People Resources

 

Roman Martinez IV

 

 68

 

 

Private Investor

 

 2017

 

 

Audit (Chair)

Executive

Finance

John M. Partridge

 

 66

 

 

Former President of Visa, Inc.

 

 2018

 

 

Finance (Chair)

Executive

People Resources

 

James E. Rogers

 

 68

 

 

Former Chairman, President and Chief Executive Officer of Duke Energy Corporation

 

 2018

 

 

Audit

Finance

 

Eric C. Wiseman

 

 60

 

 

Chairman and Chief Executive Officer of VF Corporation

 

 2018

 

 

Finance

People Resources

 

Donna F. Zarcone

 

 58

 

 

President and Chief Executive Officer of The Economic Club of Chicago

 

 2016

 

 

Audit

Finance

 

William D. Zollars

 

 68

 

 

Former Chairman, President and Chief Executive Officer of YRC Worldwide, Inc.

 

 2017

 

 

People Resources (Chair)

Executive

Corporate Governance

 

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Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

3


          PROXY STATEMENT SUMMARY

Corporate Governance


PROXY STATEMENT SUMMARY  (CONTINUED)


BOARD OF DIRECTORS

              
  Current Directors

Age
Occupation
Current Term Expiration
Committee Memberships
​ ​ ​ ​ ​ ​ 
  Isaiah Harris, Jr.  62 Former President and Chief Executive Officer of AT&T Advertising & Publishing — East 2016 Chairman of the Board
Executive (Chair)
  
​   David M. Cordani 49 President and Chief Executive Officer of Cigna 2016 Executive 
  Eric J. Foss  56 Chairman, President and Chief Executive Officer of ARAMARK Corporation 2017 Corporate Governance
People Resources
  
  Michelle D. Gass 46 Chief Customer Officer of Kohl's Corporation 2017 Audit
Corporate Governance

 
  Jane E. Henney, M.D.  67 Former Senior Vice President, Provost and Professor of Medicine, University of Cincinnati College of Medicine 2016 Corporate Governance (Chair)
Executive
People Resources
  
  Roman Martinez IV 67 Private Investor 2017 Audit
Finance

 
  John M. Partridge  65 Former President of Visa, Inc. 2015 Executive
Finance (Chair)
People Resources
  
  James E. Rogers 67 Former Chairman, President and Chief Executive Officer of Duke Energy Corporation 2015 Audit
Finance

 
  Eric C. Wiseman  59 Chairman, President and Chief Executive Officer of VF Corporation 2015 Finance
People Resources
  
  Donna F. Zarcone 57 President and Chief Executive Officer of The Economic Club of Chicago 2016 Audit (Chair)
Executive
Finance


 
  William D. Zollars  67 Former Chairman, President and Chief Executive Officer of YRC Worldwide, Inc. 2017 Executive
Corporate Governance
People Resources (Chair)
  

CORPORATE GOVERNANCE

Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance provides the foundation for financial integrity, shareholder confidence and attractive performance.

OurAt the Annual Meeting, the phased implementation of the Board’s declassified structure begins and, at the 2018 annual meeting of shareholders, all directors will be elected to one-year terms and the classified structure will be fully eliminated.

In 2015, the Board adopted a Director Code of Business Conduct and Ethics. The Board believes that having a separate code of conduct for the Board meaningfully enhances Cigna’s governance framework. Also in 2015, the Board and the Corporate Governance Committee conducted a thorough review of its governance practices and developed a set of Board Corporate Governance Guidelines (the Guidelines). The Guidelines set forth the key governance practices include:

All directors, other than Mr. Cordani, are independent.

Independent Chairman and independent Audit, Corporate Governance, Finance and People Resources Committees.

Director elections by majority voting.

Majority of director compensation delivered in Cigna common stock.

Robustprinciples that guide the Board and committee self-evaluation process.

Meaningful stock ownership guidelines for directors and executives.

Strong pay-for-performance executive compensation program.

Best practices change of control provisions — "double-trigger" vesting of equity and no tax-gross up for executives.

Annual public disclosure of political contributions and lobbying activity.
while also meeting the New York Stock Exchange (NYSE) listing standards.

KEY GOVERNANCE PRACTICES

   Independent board of directors with diversity in composition, skills and experience

   Independent Chairman of the Board

   Regular executive sessions of the Board and its committees

   Director elections by majority voting

   Separate Code of Business Conduct and Ethics for the Board of Directors

   Independent Audit, Corporate Governance, Finance and People Resources Committees

   Annual self-evaluations of Board, committees and individual directors, including periodic independent third party assessments

   Majority of director compensation delivered in Cigna common stock

   Meaningful stock ownership guidelines for directors

 

4

GRAPHICCigna

20152016 Notice of Annual Meeting of Shareholders and Proxy Statement    3


PROXY STATEMENT SUMMARY

Table of Contents

Executive Compensation


PROXY STATEMENT SUMMARY  (CONTINUED)


EXECUTIVE COMPENSATION

Cigna'sCigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance, and attract and retain executive talent. We believe the achievement of our corporate goals will result in the creation of meaningful and sustained long-term value for our shareholders. In 2014,2015, our shareholders overwhelmingly cast advisory votes in favor of our executive compensation program, with 94.7%93.7% of votes cast in favor.

The primary principles underlying our compensation philosophy are to:

Motivate superior enterprise results with appropriate consideration of risk and while maintaining commitment to the Company's ethics and values.

Align the interests of the Company's executives with those of its shareholders and reward the creation of long-term value for Cigna shareholders.

Emphasize performance-based short-term and long-term compensation over fixed compensation.

Reward the achievement of favorable long-term financial results more heavily than the achievement of short-term results.

Provide market competitive compensation opportunities designed to attract and retain highly qualified executives.

COMPENSATION GOVERNANCE AND CONTROLS

   “Double trigger” requirement for change of control benefits

   No tax gross-up of severance pay upon a change of control

•   Regular review of executive compensation governance market practices, particularly when considering the adoption of new practices or changes to existing programs or policies

•   Robust stock ownership guidelines and holding requirements for equity awards to align executives’ interests with shareholders

• �� Prohibition of hedging of Cigna stock by all directors and employees, including the executive officers, and restrictions on pledging of Cigna stock by directors and Section 16 officers

•   A disgorgement of awards (clawback) policy beyond the mandates of Sarbanes-Oxley

•   Management of Long-Term Incentive Plan annual share usage (or burn rate) and total dilution by setting an annual share usage limit, which is below the maximum permitted under the plan

•   Limited executive officer perquisites

•   Ongoing review by the People Resources Committee of people development, including assessments of executive officers and key senior management

•   CEO and executive officer succession plans overseen by the Board of Directors, with assistance from the People Resources Committee

•   An annual assessment by the People Resources Committee of any potential risks and associated internal controls in our incentive compensation programs and policies

The target pay mix for the Chief Executive Officer and the other named executive officers during 20142015 reflects these principles, as shown in the charts below.our executive compensation philosophy. The percentages shown below are targets only and will not match the percentages calculable from the compensation reflected in the Summary Compensation Table on page 73.51.


GRAPHICCEO TARGET

PAY MIX

    

GRAPHICOTHER NEO AVERAGE

TARGET PAY MIX

LOGO

 

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4    2015Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

GRAPHIC

5


Table of Contents


PROXY STATEMENT SUMMARY  (CONTINUED)


VOTING MATTERS AND BOARD RECOMMENDATIONS

          PROXY STATEMENT SUMMARY

Voting Matters and Board Recommendations

​ ​ ​ 

PROPOSALS

 

 

BOARD

    ProposalsRECOMMENDATION    

Board's Recommendation

Proposal 1. Election of Directors.

The Board and the Corporate Governance Committee believe that the threefour director nominees, JohnDavid M. Partridge, JamesCordani, Isaiah Harris, Jr., Jane E. RogersHenney, M.D., and Eric C. Wiseman,Donna F. Zarcone, bring a combination of diverse qualifications, skills and experience that is required for a well-rounded Board. Each director nominee has proven leadership ability, good judgment and has been an active and valued participant on the Board during his or her tenure.

FOR each of the
nominees

 

 

FOR

each of the nominees

Proposal 2. Advisory Approval of Executive Compensation.

The Board believes that Cigna'sCigna’s executive compensation program design effectively aligns the interests of our executive officers with those of our shareholders by tying a significant portion of their compensation to Cigna'sCigna’s performance and rewarding our executive officers for the creation of long-term value for Cigna'sCigna’s shareholders. Because your vote is advisory, it will not be binding upon the Board. However, the Board and People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.

FOR

 

 FOR

Proposal 3. Ratification of the Appointment of PriceWaterhouseCoopersPricewaterhouseCoopers LLP as our Independent Registered Accounting Firm for 2015.2016.

The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cigna'sCigna’s independent registered public accounting firm for 2015.2016. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company'sCompany’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment.

FOR

6

    

FOR

GRAPHICCigna
20152016 Notice of Annual Meeting of Shareholders and Proxy Statement    5


Table of Contents


INFORMATION ABOUT THE 2015 ANNUAL MEETING


QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

Why did I receive proxy materials? What is included in the proxy materials?CORPORATE GOVERNANCE MATTERS

Our Board of Directors is soliciting your proxy to vote at the 2015 Annual Meeting of Shareholders. You received proxy materials because you owned shares of Cigna common stock on February 23, 2015, the record date, and that entitles you to vote at the Annual Meeting.

Proxy materials include the notice of annual meeting of shareholders, the proxy statement and our annual report on Form 10-K for the year ended December 31, 2014. If you received paper copies, the proxy materials also include a proxy card or voting instruction form. The proxy statement describes the matters on which the Board of Directors would like you to vote, and provides information about Cigna that we must disclose under Securities and Exchange Commission (SEC) regulations when we solicit your proxy.

Your proxy will authorize specified persons, each of whom also are referred to as a proxy, to vote on your behalf at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the meeting in person. The written document by which you authorize a proxy to vote on your behalf is referred to as a proxy card.

Why did I receive a "Notice of the Internet Availability of Proxy Materials" instead of printed copies of the proxy statement and annual report?

Cigna has elected to take advantage of the SEC's rule that allows us to furnish proxy materials to you online. On March 13, 2015, we mailed to shareholders a notice of the Internet availability of proxy materials containing instructions on how to access our proxy materials online. We believe electronic delivery will lower costs and reduce the environmental impact of our Annual Meeting because we will print and mail fewer full sets of materials.

You may request to receive printed proxy materials by following the instructions contained in the notice of Internet availability. You also may contact Cigna Shareholder Services at the address listed on page 99.

How can I get electronic access to the proxy materials?

The proxy materials are available for viewing at www.envisionreports.com/ci. The notice of Internet availability of proxy materials also provides instructions on how to:

view our proxy materials on the Internet;

vote your shares after you have viewed the proxy materials; and

select a future delivery preference of paper or electronic copies of the proxy materials.

For shareholders who received a printed copy of our materials, you still may choose to receive proxy materials electronically in the future. If you choose to do so, you will receive an email with instructions containing electronic links to the proxy materials for next year's annual meeting and the proxy voting site.

If you hold your shares through a bank, broker or other custodian, you also may have the opportunity to receive the proxy materials electronically. Please check the information contained in the documents provided to you by your bank, broker or other custodian.

We encourage you to take advantage of the availability of the proxy materials electronically to help reduce the environmental impact of the Annual Meeting.

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INFORMATION ABOUT THE 2015 ANNUAL MEETING  (CONTINUED)


QUESTIONS AND ANSWERS ABOUT VOTING

What am I voting on at the Annual Meeting?

           

 

 

Proposal



Item



Board's Vote Recommendation



Page



  1 Election of the three director nominees named in this proxy statement for terms expiring in April 2018 VoteFOR each of the nominees 11  

 

 

2

 

Advisory approval of executive compensation

 

Vote
FOR

 

40

 


 

 

3

 

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2015

 

Vote
FOR

 

91

 

 

Could other matters be decided at the Annual Meeting?

We are not aware of any other matters that will be presented and voted upon at the Annual Meeting. The proxies will have discretionary authority, to the extent permitted by law, to decide how to vote on other matters that may come before the Annual Meeting.

How many votes can be cast by all shareholders?

Each share of Cigna common stock is entitled to one vote on each of the three directors to be elected and one vote on each of the other matters properly presented at the Annual Meeting. We had 258,518,549 shares of common stock outstanding and entitled to vote on February 23, 2015.

How many votes must be present to hold the Annual Meeting?

At least two-fifths of the issued and outstanding shares entitled to vote, or 103,407,420 shares, present in person or by proxy, are needed for a quorum to hold the Annual Meeting. Abstentions and broker non-votes (discussed below) are included in determining whether a quorum is present. We urge you to vote by proxy even if you plan to attend the Annual Meeting. This will help us know that enough votes will be present to hold the meeting.

How many votes are needed to approve each proposal? How do abstentions or broker non-votes affect the voting results?

The following table summarizes the vote threshold required for approval of each proposal and the effect on the outcome of the vote of abstentions and uninstructed shares held by brokers (referred to as broker non-votes). When a beneficial owner does not provide voting instructions to the institution that holds the shares in street

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name, brokers may not vote those shares in matters deemed non-routine. Proposals 1 and 2 below are non-routine matters.




Proposal
Number




Item




Vote Required for Approval




Effect of
Abstentions





Effect of Broker
Non-Votes





1Election of directorsMajority of votes castNo effectNot voted/No effect



2


Advisory approval of executive compensation


Majority of shares present and entitled to vote


Counted
"against"



Not voted/No effect





3


Ratification of the appointment of independent auditor


Majority of shares present and entitled to vote


Counted
"against"


No broker non-votes; shares are voted by brokers in their discretion


Signed but unmarked proxy cards will be voted "for" proposals 1, 2 and 3. Shares held by the Cigna Stock Fund of the Cigna 401(k) Plan that are not voted timely or properly, will be voted by the plan trustees as instructed by Cigna's Retirement Plan Committee.

How do I vote if I own shares as a record holder?

If your name is registered on Cigna's shareholder records as the owner of shares, you are the "record holder." If you hold shares as a record holder, there are four ways that you can vote your shares.

    Over the Internet.  Vote at www.envisionreports.com/ci. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Time on Tuesday, April 21, 2015. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

    By telephone.  Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern time on Tuesday, April 21, 2015. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

    By mail.  If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. If you received only a notice of Internet availability but want to vote by mail, the notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be counted, we must receive it before 8:00 a.m. Eastern Time on Wednesday, April 22, 2015.

    In person.  Attend the Annual Meeting, or send a personal representative with a valid legal proxy.

Please note that you cannot vote using the notice of Internet availability of proxy materials. The notice identifies the items of business and describes how to vote, but you cannot vote by marking the notice and returning it.

How do I vote if my Cigna shares are held by a bank, broker or custodian?

If your shares are held by a bank, broker or other custodian (commonly referred to as shares held "in street name"), the holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the Internet or by telephone. Unless you provide voting instructions, your shares will not be voted on any matter except for ratifying the appointment of our independent auditors. To ensure that your shares are counted in the election of directors and the advisory approval of executive compensation, we encourage you to provide instructions on how to vote your shares.

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INFORMATION ABOUT THE 2015 ANNUAL MEETING  (CONTINUED)


If you hold shares in street name and want to vote in person at the Annual Meeting, you will need to ask your bank, broker or custodian to provide you with a valid legal proxy. You will need to bring the proxy with you to the Annual Meeting in order to vote. Please note that if you request a legal proxy from your bank, broker or custodian, any previously executed proxy will be revoked and your vote will not be counted unless you vote in person at the Annual Meeting or appoint another valid legal proxy to vote on your behalf.

How do I vote if my Cigna shares are held by Fidelity or Computershare in an employee stock account?

Employee stock accounts maintained by Fidelity hold unvested restricted stock. Employee stock accounts maintained by Computershare hold former restricted stock that has vested and shares acquired through an option exercise. You are the record holder of shares in either of these accounts and you should follow the rules above for voting shares held as a record holder.

Can I vote if I have money in the Cigna Stock Fund of the Cigna 401(k) Plan?

Yes, if you have money invested in the Cigna Stock Fund of the Cigna 401(k) Plan, you may provide voting instructions as to the number of shares allocated to your account on the record date. However, you have an earlier deadline for submitting voting instructions. Your voting instructions must be received by 11:59 p.m. Eastern time on Thursday, April 16, 2015. You may vote over the Internet, by telephone or by mail (as described above), but you maynot vote shares allocated to your 401(k) accounts in person at the Annual Meeting. The plan trustees will vote such shares in accordance with your voting instructions if they are received timely. If you do not send instructions by the April 16, 2015 deadline, you do not vote or you return your proxy card with unclear voting instructions or no voting instructions, the plan trustees will vote the number of shares allocated to your 401(k) account as instructed by Cigna's Retirement Plan Committee. Your voting instructions will be kept confidential under the terms of the plan.

Shares allocated to your 401(k) account and shares held in an employee stock account with Fidelity or Computershare may be aggregated on one proxy card. Please note that if voting instructions are submitted after 11:59 p.m. Eastern time on Thursday, April 16, 2015, your vote will be counted for any shares held in your employee stock accounts at Fidelity or Computershare, but not with respect to shares allocated to your 401(k) account.

Can I change my vote?

Yes. If you are a record holder, you may:

Enter new instructions by telephone or Internet voting before 11:59 p.m. Eastern time on Tuesday, April 21, 2015;

Send a new proxy card with a later date than the card submitted earlier. We must receive your new proxy card before 8:00 a.m. Eastern Time on Wednesday, April 22, 2015;

Write to the Corporate Secretary at the address listed on page 98. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate Secretary before 8:00 a.m. Eastern Time on Wednesday, April 22, 2015; or
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Vote in person (or send a personal representative with a valid proxy) at the Annual Meeting after revoking your proxy by letter to the Corporate Secretary.

If you hold your shares in street name, you may:

Submit new voting instructions in the manner provided by your bank, broker or other custodian; or

Contact your bank, broker or other custodian to request a proxy to vote in person at the Annual Meeting.

Who will count the votes? Is my vote confidential?

Computershare has been appointed Inspector of Election for the Annual Meeting. The Inspector of Election will determine the number of shares outstanding, the shares represented at the Annual Meeting, the existence of a quorum, and the validity of proxies and ballots, and will count all votes and ballots.

All votes are confidential. Your voting records will not be disclosed to us, except as required by law, in contested Board elections or certain other limited circumstances.

Who pays for the proxy solicitation and how will Cigna solicit votes?

Cigna pays the cost of preparing our proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers, employees and agents by telephone, electronic or facsimile transmission or in person. We will enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse them for their related out-of-pocket expenses. In addition, we have engaged Georgeson, Inc. to assist in soliciting proxies. Cigna will pay Georgeson a fee of approximately $15,000 plus reasonable out-of-pocket expenses.

Where can I find the voting results of the Annual Meeting?

We will publish the voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC. The Form 8-K will be available online at www.cigna.com/aboutus/sec-filings within four business days following the end of our Annual Meeting.

IMPORTANT INFORMATION IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON

You must be able to show that you owned Cigna's common stock on the record date, February 23, 2015, in order to gain admission to the Annual Meeting. Please bring to the meeting the notice of Internet availability of proxy materials, a printed proxy card or a brokerage statement or letter from your broker verifying ownership of Cigna shares as of February 23, 2015. You also must bring a valid government-issued photo ID. Registration will begin at 7:30 a.m.Please note that you are not permitted to bring any cameras, recording equipment, electronic devices, large bags, briefcases or packages into the Annual Meeting.

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Election of Directors (Proposal 1)

Table of Contents


CORPORATE GOVERNANCE MATTERS


ELECTION OF DIRECTORS (PROPOSAL 1)

The Board of Directors is elected by Cigna'sCigna’s shareholders. At the Annual Meeting, the Board is nominating four directors for one-year terms expiring in 2017 for election by shareholders three directors for three-year terms expiring in 2018.shareholders. The role of the Board, its leadership structure and governance practices are described below in the Corporate Governance Policies and Practices section beginning on page 25.16. This section describes the process for director elections and director nominations, identifies the director responsibilities and qualifications considered by the Board and the Corporate Governance Committee in selecting and nominating directors, and presents the biographies, skills and qualifications of the director nominees and those directors continuing in office.

PROCESS FOR DIRECTOR ELECTIONS

Cigna's Board of Directors is divided into three classes, each with a three-year term. In December 2012, in response to feedback from shareholders, the Board amended Cigna's By-Lawsdecided to provide foremploy a measured, phased approach to implementing a declassified board structure. At the Annual Meeting, the phased eliminationimplementation of the classified board structure. Under the amendment, shareholders will vote on the election of directors whose terms expire in 2016 for one-year terms beginningBoard’s declassified structure begins. Directors elected at the 2016Annual Meeting will serve a one-year term, expiring at the 2017 annual meeting of shareholders. A director (or his or her successor) who has been elected to a three-year term that does not expire at the 2016 annual meeting of shareholdersAnnual Meeting will complete such three-year term, and thereafter will stand for election for a one-year term. At the 2018 annual meeting of shareholders, all directors will be elected to one-year terms and the classified structure will be fully eliminated.

Cigna has adopted a majority voting standard for the election of directors in uncontested elections. Under this standard, each director must receive a majority of the votes cast with respect to that director. This means that the number of votes cast "for"“for” a director nominee must exceed the number of votes cast "against"“against” that nominee for the director to be elected. Each director has agreed to tender, and not withdraw, his or her resignation if he or she does not receive a majority of the votes cast at the Annual Meeting. The Corporate Governance Committee will make a recommendation to the Board on whether to accept the resignation. The Board has discretion to accept or reject the resignation. A director whose resignation is under consideration will not participate in the decisions of the Corporate Governance Committee or the Board concerning his or her resignation. In contested elections, the voting standard is a plurality of votes cast.

PROCESS FOR SELECTING AND NOMINATING DIRECTORS

Director Selection and Nomination Process

Director Selection and Nomination Process

The Corporate Governance Committee retains a third-party search firm to assist in identifying and evaluating candidates for Board membership. The Corporate Governance Committee also considers suggestions for Board nominees submitted by shareholders, which are evaluated using the same criteria as new director candidates and current director nominees.

Once a potential candidate has been identified, the Corporate Governance Committee reviews the background of the new director candidatescandidate and presents themhim or her to the Board for consideration. When considering director candidates and the current composition of the Board, the Corporate Governance Committee and the Board consider how each candidate'scandidate’s background, experiences, skills and/or prior board and committee service will contribute to the diversity of the Board. In addition, the Corporate Governance Committee and the Board consider the Company'sCompany’s business strategy and how each director candidate'scandidate’s background complements that strategy. Candidates interview with the Chair of the Corporate Governance Committee and the Chairman of the Board, as well as other members of the Board, as appropriate.

The Corporate Governance Committee assesses the Board'sBoard’s composition as part of the annual self-evaluation of the Board (described on page 28)18). When considering whether to nominate current directors for re-election,

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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


the Corporate Governance Committee and the Board review the Board'sBoard’s annual self-evaluation and the individual director'sdirector’s performance against the criteriaexpectations for Board membership (identified below under Director Expectations and Qualifications). The Board considered its composition as part of its annual evaluation which, for 2014, was led by an independent third party.evaluation. The Board may nominate for election and appoint to fill vacant or new Board positions only those persons who agree to adhere to the Company'sCompany’s majority voting standard (described above under Process for Director Elections).

LOGO

Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

7


Director Expectations and QualificationsCORPORATE GOVERNANCE MATTERS

Director Expectations and Qualifications

The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications, characteristics, skills and experience that it believes every member of the Board should have. In addition, the Corporate Governance Committee has developed a list of areas of experienceexpertise that it believes contributesupports Cigna’s business strategy and contributes to a well-rounded Board. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of experience as part of the director recruitment, selection, evaluation and nomination process. While the Board does not have a formal policy with regard to diversity, the Corporate Governance Committee works to ensure that the Board is comprised of individuals with expertise in fields relevant to Cigna'sCigna’s business, experience from different professions and industries, a diversity of age, ethnicity, gender and geographic locationglobal experience and a range of tenures to provide a balance of fresh perspective and continuity.

 

Expectations of Every Director

  



EXPECTATIONS OF EVERY DIRECTOR







•   Understand Cigna'sCigna’s businesses and the importance of the creation of shareholder value.

value

•   Participate in an active, constructive and objective way at Board and committee meetings.

meetings

•   Review and understand advance briefing materials.

materials

•   Contribute effectively to the Board'sBoard’s evaluation of executive talent, compensation and succession planning.

Consult with and be available to the CEO and senior management.











planning

•   Contribute effectively to the Board'sBoard’s assessment of strategy and risk.

risk

•   Share expertise, experience, knowledge and insights as related to the matters before the Board.

Board

•   Advance Cigna'sCigna’s business objectives and reputation.

reputation

•   Demonstrate an ongoing commitment to consult and engage with the CEO and senior management outside of Board and committee meetings on matters affecting Cigna.Cigna










       




QUALIFICATIONS, CHARACTERISTICS, SKILLS AND EXPERIENCE OF EVERY DIRECTOR






 

Qualifications, Characteristics, Skills and Experience of Every Director

•   Good judgment and strong commitment to ethics and integrity.

integrity

•    Ability to analyze complex business and public policy issues and provide relevant input concerning strategy.

strategy

•    Free of conflicts of interest.interest






 

•   Ability to assess different risks and impact on shareholder value.

value

•   Contribution to the Board’s overall diversity (in its various forms) of the Board.

thought

•   High degree of achievement in their respective fields.fields







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8


Cigna
2016 Notice of Annual Meeting of Shareholders and Proxy Statement


CORPORATE GOVERNANCE MATTERS


AREAS OF EXPERIENCE FOREXPERTISE

THAT CONTRIBUTE TO A DIVERSE

WELL-ROUNDED BOARD





RELEVANCE TO BUSINESS STRATEGY




Business Leader


 

Chief

Directors who have served as a chief executive officer, a CEO-equivalent or a business unit leader with profitof a large company bring a practical understanding of large organizations, processes, strategy and loss responsibility for a company or business unit with annual revenues comparable to the revenue threshold for the Fortune 500.



risk management.


Finance


 

Finance


Leadership position with responsibility for, or oversight

An understanding of public companyfinance, capital markets and financial reporting processes capital markets, corporate financeis necessary for a well-rounded Board because of the importance we place on accurate financial reporting and audit; experience focused on money-management, such as investment banks, credit card companies, consumer finance companies, stock brokerages, investment fundsrobust financial controls and insurance (other than health care/managed care).



compliance. In addition, Cigna’s business involves complex financial transactions.


​  


Marketing and Consumer Insights


Leadership position with responsibility for, or oversight of, an organization's marketing, advertising or consumer insights function, product development or brand building; experience with organizations where substantially all business is conducted directly with end-user consumers.





International/Global


Leadership position with non-U.S. responsibilities and experience working outside of the United States.



​  


Information Technology


Leadership position in an information technology organization or an organization's information technology function with responsibility for, or oversight of, development, installation, implementation, security or maintenance of computer systems, applications or digital informatics.





Healthcare and Delivery Systems


 

Experience with organizations that provide medical and/or

As we work to create a sustainable health care services, or that seekecosystem, the Board requires directors with experience on issues related to reducereducing health costs to patients through provision of care management and the use of innovative delivery system solutions.




​  

Information Technology


 

Our business is highly dependent on maintaining both effective information systems and the integrity and timeliness of the data we use to serve our customers and health care professionals and to operate our business. For this reason, the Board needs directors with leadership experience related to the development, installation, implementation, security or maintenance of computer systems, applications and digital informatics.

International/Global

In furtherance of ourGo Global strategy, the Board requires directors with leadership experience overseeing non-U.S. operations and working in diverse cultures around the world.

Marketing and Consumer Insights

TheGo Deep andGo Individual aspects of our strategy necessitate that the Board include directors with leadership experience over marketing, advertising and consumer insight functions. These directors also have experience with product development and brand building, particularly as it focuses on end-user consumers.

Regulated Industry/Public Policy


 

Experience

Our business is highly regulated at the federal, state, local and international levels. For this reason, the Board needs directors with organizations whose issues or purpose are largely guided by a regulatory, legislative or public policy framework; experience in government affairs or policy making.regulated industries and public policies to help us identify, assess and respond to new trends in the legislative and regulatory environment.



LOGO

Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

9


CORPORATE GOVERNANCE MATTERS

Other Practices and Policies Related to Director Service

In addition to requiring that the Board is comprised of diverse and qualified individuals, the Board has adopted the following governance policies and practices that contribute to a highly functioning Board.

Limits on Public Company Directorships

To ensure each director is able to devote sufficient time and attention to his or her responsibilities as a board member, the Board has established the following limits on outside directorships:

•   Each director who also is a chief executive officer of a public company may not serve on more than one other public company board in addition to Cigna’s Board and the board of his or her employer (for a total of three public company directorships); and

•   Each director who is not a chief executive officer of a public company may serve on no more than four boards of other public companies (for a total of five such directorships).

All of our directors are in compliance with these limits on outside directorships.

Change in Director’s Principal

Position

If a director changes his or her principal employment position, that director is required to tender his or her resignation to the Corporate Governance Committee. The committee will then recommend to the Board whether to accept or decline the resignation.

Mandatory Retirement Age

A director is required to retire no later than the annual meeting of shareholders coinciding with or following his or her 72nd birthday.

Continuing Education for Directors

The Board is regularly updated on Cigna’s businesses, strategies, customers, operations and employee matters, as well as external trends and issues that affect the Company. Directors also are encouraged to attend continuing education courses relevant to their service on Cigna’s Board. The Corporate Governance Committee oversees the continuing education practices, and the Company is kept apprised of director participation.

BOARD OF DIRECTORS'DIRECTORS’ NOMINEES

Upon the recommendation of the Corporate Governance Committee, the Board is nominating the threefour directors listed below for re-election for one-year terms to expire in April 2018.2017. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board may either reduce its size or designate another nominee. If the Board designates a nominee, your proxy will be voted for the substitute nominee.

Below are biographies, skills and qualifications for each of the nominees and for each of the directors continuing in office. Joseph P. Sullivan, who had served as a Cigna director since 2010, retired from the Board in February 2015 consistent with the Board's mandatory retirement age policy. Each of the director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills and qualifications represented contributes to an effective and well-functioning Board and that the nominees and directors continuing in office possess the qualifications, based on the criteria described above, to provide meaningful oversight of Cigna'sCigna’s business and strategy.

The Board of Directors unanimously recommends that shareholders vote FOR the nominees listed below.

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John M. Partridge, Former President of Visa, Inc.

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​   Mr. Partridge, 65, has served on Cigna's Board since 2009. He currently chairs the Finance Committee and serves on the Executive and People Resources Committees. 
  

The Board of Directors

unanimously recommends

that shareholders vote

FOR the nominees

listed below.

 
 

Mr. Partridge served as President of Visa Inc., a publicly traded consumer credit company, from 2009 until 2013 and as Chief Operating Officer from 2007 to 2009. He joined Visa USA in October 1999 and served as President and Chief Executive Officer of Inovant (a Visa subsidiary) from 2000 to 2007 and as Interim President of Visa USA in 2007. From 1998 until joining Visa USA, Mr. Partridge served as Senior Vice President and Chief Information Officer of Unum Provident Corp., a publicly traded disability insurance company. From 1989 to 1998, Mr. Partridge was Executive Vice President for Credicorp Inc., a commercial banking, insurance and investment banking company, where he was responsible for consumer banking, technology and operations. Prior to joining Credicorp Inc., Mr. Partridge held various management positions with Wells Fargo Bank. Mr. Partridge has been a Director of Global Payments, Inc., a publicly traded provider of electronic transaction processing services, since 2013. His current term as a Director of Cigna began in 2012 and expires in 2015.

SKILLS AND QUALIFICATIONS

10

Business Leader.Extensive senior leadership experience through his positions with Visa, Inc., Visa USA, Inovant, Unum and Credicorp.

Finance.As President and CEO of Innovant, had direct oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. As President of Visa, involved with financial oversight and reporting and strategic transactions. Responsibilities at Credicorp provided significant financial services experience.

International/Global.As President of Visa, responsibilities included international business leadership. Director of a large public company with extensive international operations. Responsibilities with Credicorp included international assignments.

Information Technology.Experience managing and overseeing information technology investments in support of business objectives gained through each of his executive leadership positions, including as Chief Information Officer of Unum and as a director of Global Payments. As President of Inovant, oversaw Visa's electronic payment processing service.

Marketing and Consumer Insights.Through his tenure with Visa, focused heavily on consumer credit and oversaw marketing, product, client service, support and processing services. As Executive Vice President of Credicorp, responsibilities included consumer banking.

14    2015Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement

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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


James E. Rogers, Former Chairman, President and Chief Executive Officer of Duke Energy CorporationCORPORATE GOVERNANCE MATTERS

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 LOGO     
​  Mr. Rogers, 67, has served on Cigna's Board since 2007. He currently serves on the Audit and Finance Committees.
​ ​ 

Mr. Rogers served as Chairman of Duke Energy Corporation, a publicly traded electric power company, from 2007 until 2013 and as the President and Chief Executive Officer from 2006 until 2013. He co-founded and has served as Chairman of Brightlight Foundation, a non-profit provider of globally accessible and affordable energy solutions, since 2011. He was formerly the Chairman, President and Chief Executive Officer of CINERGY Corp. (which merged with Duke Energy Corporation in 2006) from 1994 until 2006. Mr. Rogers has been a Director of Applied Materials, Inc., a publicly traded provider of equipment services and software, since 2008 and served as a director of Fifth Third Bancorp, a regional banking corporation from 1995 until 2009. He received recognition from the National Association of Corporate Directors as an NACD Directorship 100 "Class of 2011" member. His current term as a Director of Cigna began in 2012 and expires in 2015.

SKILLS AND QUALIFICATIONS

Business Leader.Extensive senior leadership experience through his positions with Duke Energy and in the utility industry for 25 years. Over the course of his career, served on the boards of eight Fortune 500 companies.DAVID M. CORDANI

Finance.As President of Duke Energy, had oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. As a director of Fifth Third Bancorp, developed expertise in several facets of commercial and consumer financial services.

Regulated Industry/Public Policy.Throughout his career at Duke Energy and CINERGY, operated in a heavily regulated environment and oversaw and implemented strategic policy initiatives. Before his corporate career, served as the Deputy General Counsel for the Federal Energy Regulatory Commission and as a partner in the law firm of Akin Gump Strauss Hauer & Feld in Washington D.C.

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Eric C. Wiseman, Chairman, President and Chief Executive Officer of VF Corporation

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​  Mr. Wiseman, 59, has served on Cigna's Board since 2007. He currently serves on the Finance and People Resources Committee.
​ ​ 

Mr. Wiseman has served as Chairman of VF Corporation, a publicly traded apparel and footwear company, since August 2008, as Chief Executive Officer since January 2008, and as President and a Director since 2006. He served as Chief Operating Officer of VF Corporation from 2006 to 2007; Executive Vice President, Global Brands from 2005 to 2006; Vice President and Chairman, Sportswear and Outdoor Coalitions from 2004 until 2005; and Vice President and Chairman, Global Intimates and Sportswear Coalition from 2003 until 2004. Mr. Wiseman has been a Director of Lowe's Companies, Inc., a publicly traded retail home improvement and appliance company, since 2011. His current term as a Director of Cigna began in 2012 and expires in 2015.

SKILLS AND QUALIFICATIONS

Business Leader.Extensive senior leadership experience through his positions with VF Corporation.

Finance.As Chairman, President and CEO of VF Corporation, has oversight of financial operations, merger and acquisition activities and corporate restructurings.

Marketing and Consumer Insights.Through leadership roles at VF Corporation, oversees

marketing of 30 different brands through all channels of distribution, both domestically and internationally. As a director of Lowe's, focuses on end-user consumer-related issues.

International/Global.Through leadership positions at VF Corporation, oversees operations and product sales in over 150 countries. Prior to joining VF Corporation, held executive leadership roles at Sara Lee Corporation which included international business leadership and international assignments.

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DIRECTORS WHO WILL CONTINUE IN OFFICE

David M. Cordani, President, Chief Executive Officer

and Director of Cigna

AGE: 50

DIRECTOR SINCE: 2009

COMMITTEES: Executive

GRAPHIC

​  Mr. Cordani, 49, has served on Cigna's Board since 2009. He currently serves on the Executive Committee.
​ ​ 

Mr. Cordani has served as Cigna'sCigna’s Chief Executive Officer since December 2009 and as President since June 2008. He served as Chief Operating Officer from June 2008 until December 2009; President, Cigna HealthCare from 2005 until 2008; and Senior Vice President, Customer Segments & Marketing, Cigna HealthCare from 2004 until 2005. He has been employed by Cigna since 1991. Mr. Cordani has served as a director of General Mills, Inc., a publicly traded global manufacturer and marketer of branded consumer foods, since 2014. He is a member of the Business Roundtable and serves on the U.S.-India Business Council Board of Directors. Mr. Cordani was named one of Fortune Magazine’s Top Business Persons of the Year in 2015. His current term as a Director of Cigna began in 2013 and expires in 2016.

SKILLS AND QUALIFICATIONS

Business Leader.ExecutiveMr. Cordani has extensive executive leadership and management experience, including Mr. Cordani'sthrough his current role as President and Chief Executive Officer of Cigna. Mr. Cordani has spearheaded Cigna’s transformation into a leading global health service company, more than doubling the size of the business since 2009. His prior role as Chief Operating Officer also encompassed broad responsibility for Cigna'sCigna’s global business and corporate functions.

Finance.Served Mr. Cordani served as Business Financial Officer for Cigna'sCigna’s healthcare division and in senior roles in corporate accounting and planning. FormerlyHe was formerly a CPA with public accounting experience at Coopers & Lybrand.

Marketing and Consumer Insights.As Chief Executive Officer, leads Cigna'sGo Deep, Go Global, Go Individual strategy, to deliver value in more than 85 million customer relationships around the world.

Information Technology.Manages Cigna's information technology investments in support of business and strategic objectives.

Healthcare and Delivery Systems. Mr. Cordani is President and Chief Executive Officer of Cigna Corporation, a global health service company. Priorcompany and previously served as President of the Cigna HealthCare business segment. LongHis long tenure with Cigna provides Mr. Cordani with unique perspective of the evolution of the healthcare service sector and the innovation of health delivery models.

Information Technology. Mr. Cordani manages Cigna’s information technology investments in support of business and strategic objectives.

Marketing and Consumer Insights. As Chief Executive Officer, he leads Cigna’sGo Deep, Go Global, Go Individual strategy, to deliver value in more than 90 million customer relationships around the world.

Regulated Industry/Public Policy.Active Mr. Cordani is actively engaged in public policy related to the highly regulated healthcare industry and other global business markets.

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Eric J. Foss, Chairman, President and Chief Executive Officer of ARAMARK Corporation

GRAPHIC

 LOGO     
​  Mr. Foss, 56, has served on Cigna's Board since 2011. He currently serves on the Corporate Governance and People Resources Committee.
​ ​ 

Mr. Foss has been President, Chief Executive Officer and a Director of ARAMARK Corporation, a publicly traded provider of food services, facilities management and uniform services, since May 2012. He has also served as Chairman of the Board since February 2015. He served as Chief Executive Officer of Pepsi Beverages Company, a beverage manufacturer, seller and distributor and a division of PepsiCo, Inc., from 2010 until December 2011. He served with The Pepsi Bottling Group, Inc. as its Chairman and Chief Executive Officer from 2008 until 2010; President and Chief Executive Officer from 2006 until 2008; and Chief Operating Officer from 2005 until 2006. Mr. Foss has served on the Board of UDR, Inc., a publicly traded real estate investment trust, since 2003. His current term as a Director of Cigna began in 2014 and expires in 2017.

SKILLS AND QUALIFICATIONS

Business Leader.Extensive leadership experience as the Chairman and CEO of ARAMARK Corporation, combined with his 30-year career at Pepsi Beverages Company and The Pepsi Bottling Group, including his role as Chairman and CEO.ISAIAH HARRIS, JR.

Finance.As Chairman and CEO of ARAMARK and as Chief Executive Officer of Pepsi Beverages Company and The Pepsi Bottling Group, oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. He led ARAMARK's initial public offering in 2013 and was instrumental in The Pepsi Bottling Group's initial public offering and oversaw its acquisition by PepsiCo.

Marketing and Consumer Insights.Service as CEO of Pepsi Beverages Company and The Pepsi Bottling Group provided experience as executive officer of a consumer oriented company.

International/Global.Responsibilities at ARAMARK, Pepsi Beverages Company and The Pepsi Bottling Group included international business leadership, managing the challenges of operating a global business, and strategic planning. At ARAMARK, has oversight of operations in 20 countries, and throughout his tenure at Pepsi Beverage Company and The Pepsi Bottling Group, had responsibilities for global operations including international assignments.

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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


Michelle D. Gass, Chief Customer Officer of Kohl's Corporation

GRAPHIC

​  Ms. Gass, 46, has served on Cigna's Board since 2014. She currently serves on the Audit and Corporate Governance Committees.
​ ​ 

Ms. Gass has served as Chief Customer Officer of Kohl's Corporation, a publicly traded retailer, since 2013. Prior to this, Ms. Gass held various roles with Starbucks Coffee Company, a publicly traded manufacturer and retailer, for more than 16 years, including President, Starbucks Coffee, EMEA, from 2011 to 2013; President of the Seattle's Best Coffee Unit and Interim President of the Global Consumer Products Division from 2009 to 2011; Executive Vice President, Global Marketing and Category and Chief Global Strategist from 2008 to 2009. Ms. Gass also served as a director of Ann, Inc., a publicly traded retailer, from 1998 to 2013. Her current term as a Director of Cigna began in 2014 and expires in 2017.

SKILLS AND QUALIFICATIONS

Business Leader.As the Chief Customer Officer of Kohl's Corporation, and having held roles of increasing responsibility over her 15-year career at Starbucks Coffee Company.

Marketing and Consumer Insights.Responsible for Kohl's overall customer engagement strategy, including the company's digital, marketing, public relations, and social responsibility efforts, as well as the high growth omni-channel business. During her

Starbucks tenure, held a variety of leadership roles across marketing, global strategy and category management, playing a key role in the company's overall strategic blueprint.

International/Global.As President, Starbucks EMEA (Europe, Middle East, Russia and Africa), oversaw and grew the company's 1,900 owned and licensed store operations across the region and included international assignments.

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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


Isaiah Harris, Jr., Former President and Chief

Executive Officer of AT&T

Advertising & Publishing — East

AGE: 63

DIRECTOR SINCE: 2005

COMMITTEES: Executive (Chair)

GRAPHIC

​  Mr. Harris, 62, has served on Cigna's Board since 2005. He has served as Chairman of the Board since 2009 and currently chairs the Executive Committee.
​ ​ 

Mr. Harris has served as Chairman of the Board since December 2009 and served as Vice-Chairman of the Board from July 2009 through December 2009. Mr. Harris served as President and Chief Executive Officer of AT&T Advertising & Publishing — East (formerly BellSouth Advertising & Publishing Group), a communications services company, from 2005 until his retirement in 2007; as President, BellSouth Enterprises, Inc. from 2004 until 2005 and as President, Consumer Services, BellSouth Corporation from 2000 until 2004. Mr. Harris has served as an Independent Trustee of Wells Fargo Advantage Funds, a provider of mutual funds, since 2008 and served as a Director of Deluxe Corporation, a provider of customized products and services including financial services and direct checks, from 2004 until 2011. Mr. Harris was nominated as NYSE 2014 Chairman of the Year and was recognized by the Outstanding Directors Exchange as a 2010 Outstanding Director. His current term as a Director of Cigna began in 2013 and expires in 2016.

SKILLS AND QUALIFICATIONS

Business Leader.Leader.In his executive business leadership roles, including as CEO of AT&T Advertising and Publishing, Mr. Harris managed large organizations, developed and executed business strategies and led transformational change initiatives in both domestic and international operations.

Finance.Extensive business Mr. Harris’ extensive finance experience that includes 19 years of corporate finance and operational experience in multi-national organizations, including as Vice President of Finance, BellSouth Corporation, preceded by 13 years as a CPA with KPMG LLP. Through service on the Deluxe board of directors and as a

trustee of Wells Fargo Advantage Funds, developedhe has insight into financial services-related issues.

Marketing and Consumer Insights.Throughout his career with AT&T Advertising & Publishing, and particularly as President, Consumer Services, BellSouth Corporation (2000 to 2004), Mr. Harris focused on marketing communication services to end-user consumers.

Regulated Industry/Public Policy.Throughout his career at AT&T Advertising & Publishing, Mr. Harris navigated a heavily regulated and dynamic legal environment.

LOGO

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Jane E. Henney, M.D., Former Senior Vice President, Provost and Professor of Medicine, University of Cincinnati College of MedicineCORPORATE GOVERNANCE MATTERS

GRAPHIC

 LOGO     
​  

Dr. Henney, 67, has served on Cigna's Board since 2004. She currently chairs theJANE E. HENNEY, M.D.

Former Senior Vice President,

Provost and Professor of Medicine,

University of Cincinnati College of

Medicine

AGE: 68

DIRECTOR SINCE: 2004

COMMITTEES: Corporate

Governance Committee and serves on the(Chair), Executive, and

People Resources Committees.

​ ​ 

Dr. Henney served as a Professor of Medicine at the University of Cincinnati College of Medicine, an educational institution, from 2008 until 2012. She served as Senior Vice President and Provost, Health Affairs at the University of Cincinnati Academic Health Center from 2003 until 2008. Appointed by President Bill Clinton, Dr. Henney served as the first female U.S. Commissioner of Food and Drugs from 1998 to 2001. Dr. Henney was appointed to the position of Home Secretary of the InstituteNational Academy of Medicine, a division of The National Academies of Sciences designed to advise the nation on health issues, in April 2014. She has been a Director of AmerisourceBergen Corporation, a publicly traded bio-pharmaceutical company, since 2002, and was elected Lead Independent Director effective in March 2016. She also served as a director of Cubist Pharmaceuticals, Inc., a publicly traded pharmaceutical and biologics company, from 2012 until January 2015. She also served2015, and as a Director of AstraZeneca PLC, a publicly traded global pharmaceutical company, from 2001 until 2011. Dr. Henney has also served on the China Medical Board since 2004. She received recognition from the National Association of Corporate Directors as an NACD Directorship 100 "Class“Class of 2011"2011” and "Class“Class of 2012"2012” member. Dr. Henney also is an NACD Board Leadership Fellow. Her current term as a Director of Cigna began in 2013 and expires in 2016.

SKILLS AND QUALIFICATIONS

Healthcare and Delivery Systems.Dr. Henney’s positions as Medical Doctor, Home Secretary of the InstituteNational Academy of Medicine, Commissioner of Food and Drugs, and Executive of Academic Health Center roles provide her with direct experience regarding emerging health care issues and complex health delivery systems.

Regulated Industry/Public Policy.As former Commissioner of Food and Drugs and Home Secretary of the InstituteNational Academy of Medicine, providesDr. Henney has extensive insight into the highly regulated health industry in the U.SU.S. and abroad.

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Roman Martinez IV, Private Investor

GRAPHIC

 LOGO     
​  Mr. Martinez, 67, has served on Cigna's Board since 2005. He currently serves on the Audit and Finance Committees.
​ ​ 

Mr. Martinez has been a private investor since 2003. In 2003, he retired as Managing Director of Lehman Brothers, an investment banking firm, following a 31-year career with the firm. He served as a director of Alliant Techsystems Inc., a publicly traded aerospace, defense and commercial products company, from 2004 until February 2015, when Alliant Techsystems, Inc. merged with Orbital Sciences, Inc. to create Orbital ATK, Inc. and simultaneously spun-off its commercial products company. Mr. Martinez has served as a director of Orbital ATK, Inc. since February 2015. Mr. Martinez has served on the Board of Trustees of New York Presbyterian Hospital since 1996. His current term as a Director of Cigna began in 2014 and expires in 2017.

SKILLS AND QUALIFICATIONSDONNA F. ZARCONE

Finance.Over ten years of experience as a private investor, and serving on the Investment Committees of several non-profit organizations and on the Investment Advisory Council of the State of Florida, which provides independent oversight of the Florida Retirement System funds and other state funds, which aggregated in excess of $150 billion. Extensive experience in investment banking through his 31-year tenure with Lehman Brothers where he was involved in a broad spectrum of U.S. and international investment banking activities covering

financial, mergers and acquisitions, and restructuring advisory assignments as well as financing transactions for governments and corporations.

Healthcare and Delivery Systems.Through over 15 years serving on the Board of Trustees of New York Presbyterian Hospital, developed insights into the issues facing health care systems in a rapidly changing environment, including the provision of care management and delivery systems.

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Donna F. Zarcone, President and Chief Executive

Officer of The Economic Club of

Chicago

AGE: 58

DIRECTOR SINCE: 2005

COMMITTEES: Audit, Finance

GRAPHIC

​  Ms. Zarcone, 57, has served on Cigna's Board since 2005. She currently chairs the Audit Committee and serves on the Executive and Finance Committees.
​ ​ 

Ms. Zarcone has been the President and Chief Executive Officer of The Economic Club of Chicago, a civic and business leadership organization, since February 2012. She served as Interim President of The Economic Club of Chicago from October 2011 until February 2012 and as President and Chief Executive Officer of D. F. Zarcone & Associates LLC, a strategic advisory firm, from 2007 until February 2012. Ms. Zarcone served as the President and Chief Operating Officer of Harley-Davidson Financial Services, Inc., a provider of wholesale and retail financing, insurance and credit card programs and a wholly owned subsidiary of Harley-Davidson, Inc., from 1998 until 2006. She has been a Director of CDW Corporation, a publicly traded provider of technology products and services, since 2011. She also served as a Director of The Jones Group, Inc., a publicly traded designer, marketer and wholesaler of branded clothing, from 2007 to 2012 and Chairman of the Board of Eaglemark Savings Bank, a financial services provider, from 2002 to 2006. She received recognition from the National Association of Corporate Directors as an NACD Directorship 100 "Class“Class of 2012"2012” member. Ms. Zarcone is also an NACD Board Leadership Fellow. Her current term as a Director of Cigna began in 2013 and expires in 2016.

SKILLS AND QUALIFICATIONS

Finance.As an executive at Harley-DavidsonHarley Davidson Financial Services and as the Chairman of the Board of Eaglemark Savings Bank, an FDIC-regulated entity, Ms. Zarcone oversaw end-user consumer financial services matters. She is a certified public accountant. As President and CEO of The Economic Club of Chicago, she monitors social and economic issues facing the U.S. and global markets.

Marketing and Consumer Insights.As President of Harley-Davidson Financial Services, Ms. Zarcone oversaw direct marketing initiatives to end-user consumers for a portfolio of financial products. As head of Enthusiast Services at Harley-Davidson, she oversaw brand loyalty initiatives. As a director of The Jones Group, she focused on end-user consumer-related issues.

12

GRAPHICCigna

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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


William D. Zollars, Former CORPORATE GOVERNANCE MATTERS

DIRECTORS WHO WILL CONTINUE IN OFFICE

LOGO  

ERIC J. FOSS

Chairman, President and

Chief Executive Officer of YRC Worldwide, Inc.

ARAMARK Corporation

AGE: 57

DIRECTOR SINCE: 2011

COMMITTEES: Corporate

Governance, People Resources

Mr. Foss has been Chairman of the Board of ARAMARK Corporation, a publicly traded provider of food services, facilities management and uniform services, since February 2015, and President and Chief Executive Officer since May 2012. He served as Chief Executive Officer of Pepsi Beverages Company, a beverage manufacturer, seller and distributor and a division of PepsiCo, Inc., from 2010 until December 2011. He served with The Pepsi Bottling Group, Inc. as its Chairman and Chief Executive Officer from 2008 until 2010; President and Chief Executive Officer from 2006 until 2008; and Chief Operating Officer from 2005 until 2006. Mr. Foss served on the Board of UDR, Inc., a publicly traded real estate investment trust, from 2003 until May of 2015. His current term as a Director of Cigna began in 2015 and expires in 2017.

GRAPHICBusiness Leader.Mr. Foss has extensive leadership experience through his roles as Chairman, President and CEO of ARAMARK Corporation, combined with his 30-year career at Pepsi Beverages Company and The Pepsi Bottling Group, including his role as Chairman and CEO.

Finance. As Chairman, President and CEO of ARAMARK and as CEO of Pepsi Beverages Company and The Pepsi Bottling Group, his experience includes oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. He led ARAMARK’s initial public offering in 2013 and was instrumental in The Pepsi Bottling Group’s initial public offering and oversaw its acquisition by PepsiCo.

International/Global.Mr. Foss’ responsibilities at ARAMARK, Pepsi Beverages Company and The Pepsi Bottling Group included international business leadership, managing the challenges of operating a global business, and strategic planning. At ARAMARK, he has oversight of operations in 20 countries, and throughout his tenure at Pepsi Beverage Company and The Pepsi Bottling Group, had responsibilities for global operations including international assignments.

Marketing and Consumer Insights.Mr. Foss’ service as CEO of Pepsi Beverages Company and The Pepsi Bottling Group provided him experience as an executive officer of a consumer oriented company.

 LOGO     

MICHELLE D. GASS

Chief Merchandising & Customer

Officer of Kohl’s Corporation

AGE: 48

DIRECTOR SINCE: 2014

COMMITTEES: Audit, Corporate

Governance

Ms. Gass has served as Chief Customer Officer of Kohl’s Corporation, a publicly traded retailer, since 2013, and Chief Merchandising & Customer Officer since June 2015. Prior to this, Ms. Gass held various roles with Starbucks Coffee Company, a publicly traded manufacturer and retailer, for more than 16 years, including President, Starbucks Coffee, EMEA, from 2011 to 2013; President of the Seattle’s Best Coffee Unit and Interim President of the Global Consumer Products Division from 2009 to 2010; Executive Vice President, Global Marketing and Category and Chief Global Strategist from 2008 to 2009. Ms. Gass also served as a director of Ann, Inc., a publicly traded retailer, from 1998 to 2013. Her current term as a Director of Cigna began in 2014 and expires in 2017.

Business Leader.Ms. Gass’ business leadership experience includes her position as the Chief Merchandising & Customer Officer of Kohl’s Corporation, and various roles of increasing responsibility over her 15-year career at Starbucks Coffee Company.

International/Global. As President, Starbucks EMEA (Europe, Middle East and Africa), Ms. Gass oversaw and grew the company’s 1,900 owned and licensed store operations across the region and fulfilled international assignments.

Marketing and Consumer Insights.Ms. Gass is responsible for Kohl’s overall customer engagement strategy, including the company’s digital, marketing, public relations, and social responsibility efforts, as well as the high growth omni-channel business. During her Starbucks tenure, she held a variety of leadership roles across marketing, global strategy and category management, playing a key role in the company’s overall strategic blueprint.

​  LOGO 

Mr. Zollars, 67, has served on Cigna's Board since 2005. He currently chairs the People Resources CommitteeCigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

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CORPORATE GOVERNANCE MATTERS

LOGO  

ROMAN MARTINEZ IV

Private Investor

AGE: 68

DIRECTOR SINCE: 2005

COMMITTEES: Audit (Chair),

Executive, Finance

Mr. Martinez has been a private investor since 2003. In 2003, he retired as Managing Director of Lehman Brothers, an investment banking firm, following a 31-year career with the firm. He served as a director of Alliant Techsystems Inc., a publicly traded aerospace, defense and commercial products company, from 2004 until February 2015, when Alliant Techsystems, Inc. merged with Orbital Sciences, Inc. to create Orbital ATK, Inc. and simultaneously spun-off its commercial products company. Mr. Martinez has served as a director of Orbital ATK, Inc. since February 2015. Mr. Martinez has served on the Board of Trustees of New York Presbyterian Hospital since 1996. His current term as a Director of Cigna began in 2014 and expires in 2017.

Finance. Mr. Martinez has over ten years of experience as a private investor and serves on the Investment Committees of several non-profit organizations. He previously served on the Investment Advisory Council of the State of Florida, which provides independent oversight of the Florida Retirement System funds and other state funds, which aggregated in excess of $150 billion. He has extensive experience in investment banking through his 31-year tenure with Lehman Brothers where he was involved in a broad spectrum of U.S. and international investment banking activities covering financing, mergers and acquisitions and restructuring advisory assignments as well as financing transactions for governments and corporations.

Healthcare and Delivery Systems.Through his over 15 years serving on the Board of Trustees of New York Presbyterian Hospital, Mr. Martinez developed insights into the issues facing health care systems in a rapidly changing environment, including the provision of care management and delivery systems.

LOGO  

JOHN M. PARTRIDGE

Former President of Visa, Inc.

AGE: 66

DIRECTOR SINCE: 2009

COMMITTEES: Finance (Chair),

Executive, People Resources

Mr. Partridge served as President of Visa, Inc., a publicly traded consumer credit company, from 2009 until 2013 and as Chief Operating Officer from 2007 to 2009. He joined Visa USA in October 1999 and served as President and Chief Executive Officer of Inovant (a Visa subsidiary) from 2000 to 2007 and as Interim President of Visa USA in 2007. From 1998 until joining Visa USA, Mr. Partridge served as Senior Vice President and Chief Information Officer of Unum Provident Corp., a publicly traded disability insurance company. From 1989 to 1998, Mr. Partridge was Executive Vice President for Credicorp Inc., a commercial banking, insurance and investment banking company, where he was responsible for consumer banking, technology and operations. Prior to joining Credicorp Inc., Mr. Partridge held various management positions with Wells Fargo Bank. Mr. Partridge has been a Director of Global Payments, Inc., a publicly traded provider of electronic transaction processing services, since 2013. His current term as a Director of Cigna began in 2015 and expires in 2018.

Business Leader. Mr. Partridge has extensive senior leadership experience through his positions with Visa, Inc., Visa USA, Inovant, Unum and Credicorp.

Finance. As President and CEO of Inovant, he had direct oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. As President of Visa, he was involved with financial oversight and reporting and strategic transactions. His responsibilities at Credicorp provided significant financial services experience.

Information Technology. Mr. Partridge has experience managing and overseeing information technology investments in support of business objectives which he gained through each of his executive leadership positions, including as Chief Information Officer of Unum and as a director of Global Payments. As President of Inovant, he oversaw Visa’s electronic payment processing service.

International/Global. As President of Visa, Mr. Partridge’s responsibilities included international business leadership. He also serves as a director of a large public company with extensive international operations. His responsibilities with Credicorp included international assignments.

Marketing and Consumer Insights. Through his tenure with Visa, Mr. Partridge focused heavily on consumer credit and oversaw marketing, product, client service, support and processing services. As Executive Vice President of Credicorp, his responsibilities included consumer banking.

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Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


CORPORATE GOVERNANCE MATTERS

LOGO  

JAMES E. ROGERS

Former Chairman, President and

Chief Executive Officer of Duke

Energy Corporation

AGE: 68

DIRECTOR SINCE: 2007

COMMITTEES: Audit, Finance

Mr. Rogers served as Chairman of Duke Energy Corporation, a publicly traded electric power company, from 2007 until 2013 and as the President and Chief Executive Officer from 2006 until 2013. He co-founded and has served as Chairman of Brightlight Foundation, a non-profit provider of globally accessible and affordable energy solutions, since 2011. He was formerly the Chairman, President and Chief Executive Officer of CINERGY Corp. (which merged with Duke Energy Corporation in 2006) from 1994 until 2006. Mr. Rogers served as a Director of Applied Materials, Inc., a publicly traded provider of equipment services and software, from 2008 until April 2015, and a director of Fifth Third Bancorp, a regional banking corporation from 1995 until 2009. He received recognition from the National Association of Corporate Directors as an NACD Directorship 100 “Class of 2011” member. His current term as a Director of Cigna began in 2015 and expires in 2018.

Business Leader. Mr. Rogers has extensive senior leadership experience through his positions with Duke Energy and in the utility industry for 25 years. Over the course of his career, he served on the boards of eight Fortune 500 companies.

Finance. As President and CEO of Duke Energy, he had oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. As a director of Fifth Third Bancorp, Mr. Rogers developed expertise in several facets of commercial and consumer financial services.

Regulated Industry/Public Policy. Throughout his career at Duke Energy and CINERGY, Mr. Rogers operated in a heavily regulated environment and oversaw and implemented strategic policy initiatives. Before his corporate career, he served as the Deputy General Counsel for the Federal Energy Regulatory Commission and as a partner in the law firm of Akin Gump Strauss Hauer & Feld in Washington, D.C.

LOGO  

ERIC C. WISEMAN

Chairman and Chief Executive

Officer of VF Corporation

AGE: 60

DIRECTOR SINCE: 2007

COMMITTEES: Finance, People

Resources

Mr. Wiseman has served as Chairman of VF Corporation, a publicly traded apparel and footwear company, since August 2008, as Chief Executive Officer since January 2008, Director since 2006, and President from 2006 until June 2015. He served as Chief Operating Officer of VF Corporation from 2006 to 2008; Executive Vice President, Global Brands from 2005 to 2006; Vice President and Chairman, Sportswear and Outdoor Coalitions from 2004 until 2005; and Vice President and Chairman, Global Intimates and Sportswear Coalition from 2003 until 2004. Mr. Wiseman has been a Director of Lowe’s Companies, Inc., a publicly traded retail home improvement and appliance company, since 2011. His current term as a Director of Cigna began in 2015 and expires in 2018.

Business Leader. Mr. Wiseman has extensive senior leadership experience through his positions with VF Corporation.

Finance. As Chairman and CEO of VF Corporation, he has oversight of financial operations, merger and acquisition activities and corporate restructurings.

International/Global. Through leadership positions at VF Corporation, Mr. Wiseman oversees operations and product sales in over 150 countries. Prior to joining VF Corporation, he held executive leadership roles at Sara Lee Corporation that included international business leadership and international assignments.

Marketing and Consumer Insights. Through leadership roles at VF Corporation, Mr. Wiseman oversees marketing of 30 different brands through all channels of distribution, both domestically and internationally. As a director of Lowe’s, he focuses on end-user consumer-related issues.

LOGO

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CORPORATE GOVERNANCE MATTERS

LOGO  

WILLIAM D. ZOLLARS

Former Chairman, President and

Chief Executive Officer of YRC

Worldwide, Inc.

AGE: 68

DIRECTOR SINCE: 2005

COMMITTEES: People Resources

(Chair), Executive and Corporate

Governance Committees.

​ ​ 

Mr. Zollars served from 1999 to 2011 as Chairman, President and Chief Executive Officer of YRC Worldwide, Inc., a holding company whose subsidiaries provide regional, national and international transportation and related services. Prior to that, Mr. Zollars was President of Yellow Transportation, Inc., from September 1996 through November 1999. From 1994 to 1996, he was Senior Vice President of Ryder Integrated Logistics. He also held various executive positions with Eastman Kodak. Mr. Zollars served as Director of ProLogis Trust, a real estate investment trust, from 2004 through 2010 and rejoined the Board of ProLogis in 2011. He has served as a Director of

Cerner Corporation, a publicly traded supplier of health care information technology, since 2005. His current term as a Director of Cigna began in 2014 and expires in 2017.

SKILLS AND QUALIFICATIONS

Business Leader. Mr. Zollars’ role as Chairman, President and Chief Executive Officer of YRC Worldwide and various executive leadership positions with Yellow Transportation, Ryder Integrated Logistics and Eastman Kodak provided him extensive senior leadership experience.

Finance.As Chairman, President and CEO of YRC Worldwide, Mr. Zollars had oversight of financial operations, merger and acquisition activities and corporate restructurings and led YRC'sYRC’s comprehensive recovery plan to reduce cost

structure and improve operating results, cash flow from operations, liquidity and financial condition.

Healthcare and Delivery Systems. As a director of Cerner, he focuses on issues facing the healthcare industry, particularly health information technology.

International/Global.As President and CEO of YRC, Mr. Zollars oversaw global operations and strategic planning and, throughout his YRC tenure, includedundertook international assignments.

Healthcare and Delivery Systems.As a director of Cerner, focuses issues facing the healthcare industry, particularly health information technology.

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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


GOVERNANCE POLICIES AND PRACTICES

Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance providesand an independent Board provide the foundation for financial integrity, shareholder confidence and attractive performance. Cigna'sThe Corporate Governance Committee regularly reviews Cigna’s governance program based on, among other things, developments in corporate governance, shareholder interactions, legal or regulatory actions, proxy advisory firm positions, Securities and Exchange Commission (SEC) guidance and NYSE requirements. In 2015, the Board Practices,and the Corporate Governance Committee conducted a thorough review of its governance practices and developed a set of Board Corporate Governance Guidelines (the Guidelines). The Guidelines set forth the key governance principles that guide the Board while also meeting the NYSE listing standards. The Guidelines, together with the charters of the Audit, Corporate Governance, Finance, People Resources and Executive Committees, establishesprovide a framework of policies and practices for our effective governance. Our

The Board Practices, which are available at www.cigna.com/about-us/corporate-governance/board-practices, address Board structure and leadership, director qualifications, director independence, committee structure and roles, people development and succession planning. The Board, the Corporate Governance Committee review the Guidelines and the other committees regularly review their governance policies and practices and developments in corporate governancerespective charters at least annually and update these governing documents as they deem appropriate for Cigna.

necessary to reflect changes in the regulatory environment, evolving practices and input from shareholders. The following describes some of our most significant governance practices by area, which are discussed in greater detail in this section and the Compensation Discussion & Analysis (CD&A) beginning on page 46.


BOARD STRUCTURE AND PROCESS

11 Directors, including an independent chair

All Directors, other than Mr. Cordani, are independent

Diverse Board as to composition, skills and experience

Director elections by majority voting

Independent Chairmanfull text of the Board

Independent Audit, Corporate Governance, FinanceGuidelines and People Resources Committees

Annual evaluations of Board, committeescommittee charters are available on our website atwww.cigna.com/about-us/corporate-governance/ and individual directors, including periodic independent third party assessments


OVERSIGHT OF EXECUTIVE COMPENSATION

Strong pay-for-performance executive compensation program

Annual advisory approval of executive compensation by shareholders

Independent compensation consultantare available to the People Resources Committee

Strongany shareholder support of executive compensation program (94.7% in 2014)

Clawback policy for executive compensation

"Double-trigger" vesting of equity on change of control

No tax gross-up on change of control
who requests a copy.1





 

ALIGNMENT WITH SHAREHOLDER INTERESTS

High percentage of performance-based executive payCorporate Governance Highlights

    Independent board of directors with diversity in composition, skills and experience

•    Independent Chairman of the Board

•    Regular executive sessions of the Board and its committees

•    Director elections by majority voting

•    Separate Code of Business Conduct and Ethics for the Board of Directors

•    Independent Audit, Corporate Governance, Finance and People Resources Committees

•    Annual self-evaluations of Board, committees and individual directors, including periodic independent third party assessments

•    Majority of director compensation delivered in Cigna common stock

Meaningful stock ownership guidelines for directors and executive officers

Restrictions on hedging and pledging of Cigna common stock

Annual public disclosure of political contributions and lobbying activity

 

1The Questionsinformation on our website is not, and Answers section beginning on page 98 includes instructions for howshall not be deemed to obtain copiesbe, part of Cigna's corporate governance policies and how to communicatethis Proxy Statement or incorporated herein or into any of our other filings with the Board of Directors.SEC.

16

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DIRECTOR INDEPENDENCE

Cigna believes in the importance of a board comprised largely of independent, non-employee directors. The current Board includes 10 non-employee directors. On an annual basis, the Board, through its Corporate Governance Committee, reviews relevant relationships between directors, their immediate family members and the Company, consistent with Cigna’s independence standards. Cigna’s independence standards, which are detailed in the Guidelines, are consistent with the independence requirements set forth in the NYSE’s listing standards.


To be independent under Cigna and NYSE standards, the Board must affirmatively determine that a director has no material relationships with the Company directly or as an officer, shareholder or partner of an organization that has a relationship with the Company. In making its assessment, the Board considers all relevant facts and circumstances, including whether transactions with such organizations are in the ordinary course of Cigna’s business and/or the amount of such transactions (in aggregate or as a percentage of the organization’s revenues or assets). The Board also considers that the Company may sell products and services to, and/or purchase products and services from, organizations affiliated with our directors and may hold investments (generally, debt securities) in organizations affiliated with our directors.

Based on its review of director relationships, the Board has affirmatively determined that there are no material relationships between the non-employee directors and the Company and all non-employee directors (Dr. Henney, Ms. Gass, Ms. Zarcone and Messrs. Foss, Harris, Martinez, Partridge, Rogers, Wiseman and Zollars, as well as former director Mr. Joseph Sullivan) are independent as defined in both Cigna’s Guidelines and the NYSE listing standards. In addition, at the committee level, all committee members are independent and the members of the Audit Committee and the People Resources Committee meet the NYSE’s heightened independence requirements for service on those committees.

CORPORATE GOVERNANCE MATTERS  (CONTINUED)


ROLE OF THE BOARD AND LEADERSHIP STRUCTURE

The Board's primary roleBoard is committed to the oversightlong-term growth of the managementbusiness and the successful execution of Cigna's business affairsour mission to improve the health, well-being and assets in accordance withsense of security of the Board's fiduciary duties to shareholders under Delaware law.people Cigna serves around the globe. To fulfill its responsibilities to our shareholders, Cigna'sCigna’s Board, both directly and through its committees, regularly engages with management, ensures management accountability and reviews the most critical issues that face Cigna. Among other things, the Board reviews the Company's strategy and mission, its execution on financial and strategic plans and succession planning. The Board also oversees risk management. All directors play an active role in overseeing the Company's business strategy at the Board and committee levels. The Board is committed to meeting the dynamic needs of the Company and focusing on the interests of its shareholders and, as a result, regularly evaluates and adapts its composition, role and relationship with management.

Independent Board Members

Cigna believes in the importance of a board comprised largely of independent, non-employee directors. Currently, the Board has determined that all Cigna directors, other than the Company's Chief Executive Officer (CEO), are independent under New York Stock Exchange (NYSE) listing standards and SEC rules. Similarly, at the committee level, all committee members are independent and the membersIndependent Chairman of the Audit Committee and the People Resources Committee meet the NYSE's heightened independence requirements for service on those committees.Board

Independent Chairman of the Board

We currently separate the roles of the Chairman of the Board and CEO. Our CEO sets the strategic direction for the Company, working with the Board, and have elected Isaiah Harris, Jr. to serveprovides day-to-day leadership, while our Chairman leads the Board in the performance of its duties and serves as ourthe principal liaison between the independent Chairman.directors and the CEO. We believe that having an independent Chairman assists in ensuring independent oversight of the Company and the management team. The Board regularly assesses the appropriateness of this leadership structure and has concluded that this structure is appropriate for Cignabest suits Cigna’s needs at this time.

In February 2015, the Board re-elected Isaiah Harris, Jr. to serve as our independent Chairman. The Board elects the Chairman to a three-year term, expiring at the annual meeting occurring at the end of the third year. Mr. Harris'Harris’ current term as Chairman will expire in April 2015, and in February 2015, the Board re-elected Mr. Harris to another three-year term.2018. The full Board evaluates the Chairman'sChairman’s performance on an annual basis as part of the annual Board evaluation, which was led by an independent third party in 2014.evaluation.

The following table describes the key responsibilities of the Chairman of the Board.

CHAIRMAN RESPONSIBILITIESChairman Responsibilities

Serve as principal representative of the Board

Preside over Board and shareholder meetings

Facilitate discussion among independent directors on key issues

   Preside over Board and shareholder meetings

•   Advise the CEO on issues of concern for the Board

Develop schedule and agenda offor Board meetings, in consultation with the CEO and other directors

 

Act as liaison between Board and management

Lead the Board in CEO succession planning

Engage in the director recruitment process

Represent the Company in interactions with external stakeholders, at the discretiondirection of the Board

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OTHER BOARD PRACTICES

Cigna employs a number of other practices directed to ensure the highest level of corporate governance oversight on behalf of its shareholders. The following tables describe some of these practices in more detail.

    

17


 

PRACTICES DIRECTED TO INDIVIDUAL CIGNA DIRECTORSCORPORATE GOVERNANCE MATTERS



 

Limits on Public Company
Directorships


To ensure each director is able to devote sufficient time and attention to his or her responsibilities as a board member, the Board has established the following limits on outside directorships:

Each director who also is a chief executive officer of a public company may not serve on more than one other public company board in addition to Cigna's Board and the board of his or her employer (for a total of three public company directorships); and

 

Each director who is not a chief executive officer of a public company may serve on no more than four boards of other public companies (for a total of five such directorships).

All of our directors are in compliance with these limits on outside directorships.

​  

Change in Director's Principal
Position

If a director changes his or her principal employment position, that director is required to tender his or her resignation to the Corporate Governance Committee. The committee will then recommend to the Board whether to accept or decline the resignation.

​  

Mandatory Retirement Age

A director is required to retire no later than the annual meeting of shareholders coinciding with or following his or her 72nd birthday.

​  

Continuing Education for Directors

The Board is regularly updated on Cigna's businesses, strategies, customers, operations and employee matters, as well as external trends and issues that affect the Company. Directors also are encouraged to attend continuing education courses relevant to their service on Cigna's Board. The Corporate Governance Committee oversees the continuing education practices, and the Company is kept apprised of director participation. Cigna reimburses directors for expenses they incur in connection with continuing education courses.

​  

Attendance at Annual Meeting of
Shareholders

The Board encourages directors to attend the annual meeting of shareholders. In 2014, all directors attended the annual meeting. All directors are expected to attend the annual meeting in 2015.

​  
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CORPORATE GOVERNANCE MATTERS  (CONTINUED)


PRACTICES DIRECTED TO CIGNA BOARD PROCESSES



Board Executive Sessions of Independent Directors

As part of all regularly scheduled Board meetings, the Chairman presides over all executive sessions of the Board. At each meeting held in 2014, the independent members of the Board met in executive session. Each Board committee also met in executive session on a regular basis in connection with their respective meetings.

​  

Director Access to Management

Each committee is assigned a member of senior management to act as a staff officer. The staff officers are invited to attend the committee meetings and Board meetings. Each committee chair works with the staff officer assigned to his or her committee to set and develop meeting agenda and materials and communicates frequently with staff officers and members of management between scheduled Board meetings with respect to committee issues.

​  

Independent Advisors

The Board and its committees are able to access and retain independent advisors as and to the extent they deem necessary or appropriate.

​  

CEO Succession Planning

At the direction of the Chairman, the Board oversees CEO succession planning. With the assistance of the People Resources Committee, the Board reviews and approves regular and emergency succession plans and, as part of those plans, develops and evaluates potential candidates who have the skills and experience that the Board believes is necessary for the CEO position.

​  

People Development and Other
Succession Planning

The People Resources Committee also is responsible for overseeing the Company's policies and processes for people development in general, including the succession plan for all other executive officers. In fulfilling that responsibility, the People Resources Committee considers an annual review of executive officers and key senior management presented by the CEO, including a discussion of those employees who are considered to be potential successors to executive and senior level positions with regard to their readiness and development opportunities. This assessment is presented to the full Board at the People Resources Committee's direction.

​  

Annual Board Evaluation

Each year, the Corporate Governance Committee oversees the evaluation of the Board and its committees, as well as a review of each individual director's performance (including the Chairman's) against the established responsibilities of Cigna Board members. Each committee also is responsible for conducting a self-assessment to identify potential areas of improvement. On an ongoing basis, directors offer suggestions and recommendations intended to further improve Board performance. In 2014, the Board engaged an independent third party advisor to conduct an in-depth evaluation of the Board and each of its committees. The advisor made a report of its findings to the Board and its committees in December 2014.

​  
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PRACTICES DIRECTED TO CIGNA SHAREHOLDERS



Alignment of Director Compensation
and Ownership Guidelines

Cigna delivers the majority of compensation to non-employee directors in the form of Cigna common stock and requires directors to meet a stock ownership guideline of at least $500,000 (or over five times the annual cash retainer). For more information on non-employee director compensation, see page 35.

​  

Majority Voting Standard

Cigna has adopted a majority voting standard for the election of directors in uncontested elections that requires a director to tender his or her resignation upon that director's failure to be elected by shareholders. See Process for Director Elections on page 11.

​  

No Shareholder Rights Plan

Cigna does not have a shareholder rights plan and, at this time, the Board has no intention of adopting such a plan.


​  

Annual Political  Contribution and Lobbying Activity Report    

Cigna supports the goals of transparency and accountability with regard to corporate political expenditures. In 2011, Cigna published its first annual political contributions and lobbying activity report that provided information on its political contributions, lobbying activities, trade association affiliations and related matters. Since then, we have significantly enhanced this report to provide greater clarity on our overall lobbying framework, including the areas in which we focus our advocacy efforts and why we believe active engagement in the public policy arena is important to our mission, business and customers. We also provide specific details regarding: (1) the direct political contributions that Cigna makes at a corporate level; (2) contributions that Cigna makes through the Cigna Political Action Committee; and (3) the total amount of dues paid to any industry trade association to which Cigna pays $50,000 or more in annual dues, as well as the portion of any such dues that they inform us are allocable to any non-deductible lobbying expenses.

We encourage our shareholders to review our 2014 report which is available on Cigna's website at www.cigna.com/assets/docs/corporate-governance/politicalContribution.pdf. The Corporate Governance Committee of the Board reviews Cigna's political and lobbying activities on a bi-annual basis.

​  
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BOARD MEETINGS AND COMMITTEES

In 2014, the Board held seven meetings andCorporate Governance Committee oversees the committees of the Board held a total of 27 meetings. Overall director attendance at Board and committee meetings was approximately 96.5%. Each director attended 75% or more of the aggregate of all meetingsself-evaluation of the Board and its committees, on which he or she served during 2014. In additionas well as a review of each individual director’s performance (including the Chairman’s) against the established responsibilities of Cigna Board members. Each committee also is responsible for conducting a self-assessment to formalidentify potential areas of improvement. On an ongoing basis, directors offer suggestions and recommendations intended to further improve Board meetings,performance. Periodically, the Board engages an independent third party to conduct a Board assessment.

Access to Management and Advisors

A member of senior management is assigned to each committee to act as a staff officer. Staff officers attend committee and Board meetings and work with their respective committee chair to assist in setting and developing meeting agenda and materials. Committee chairs communicate frequently with staff officers and other members of management throughout the year on critical matters and topics.between scheduled Board meetings with respect to committee issues.

The Board hasand its committees are able to access and retain independent advisors as and to the following committees: Executive, Corporate Governance, Finance, People Resources and Audit. In its discretion and subject to Delaware law, the Board and each committee may delegate allextent they deem necessary or a portion of its authority to subcommittees of one or more of its members. Additional information can be found in the committee charters adopted by the Board and available on Cigna's website at www.cigna.com/aboutus/board-committees. Each committee member meets the independence standards required for the committee on which he or she serves.

appropriate.


EXECUTIVE COMMITTEERESPONSIBILITIES OF THE BOARD

Exercises the power

Board Oversight of Risk and authority of the Board as specifically delegated by the Board when convening a meeting of the full Board of Directors is impracticable.

Meets as needed to advise the Chairman of the Board.



CORPORATE GOVERNANCE COMMITTEE

Reviews, advises and reports to the Board on the Board's membership, structure, organization, governance practices and performance, as well as shareholder engagement activities.

Assists the Board in the oversight and governance of director succession plans.

Reviews committee assignments and director independence.

Oversees director nomination and compensation and develops specific director recruitment criteria.

Oversees the means by which external stakeholders, including shareholders, may make their concerns known to independent directors.

Oversees corporate political and charitable contributions.



FINANCE COMMITTEE

Oversees the structure and use of Cigna's capital.

Oversees Cigna's long-term financial objectives and progress against those objectives.

Reviews Cigna's annual operating plan and budget.

Oversees Cigna's investment strategy and sets investment policies and guidelines.

Advises on information technology strategy and execution.





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PEOPLE RESOURCES COMMITTEE

Oversees the policies and processes for people development and assessments of executive officers and key senior management, including the CEO, and assists the Board in developing and evaluating executive officer succession plans.

Establishes company goals and objectives relevant to the CEO's compensation, evaluates the CEO's performance in light of those established goals and objectives, and based on this evaluation, recommends the CEO's compensation to the independent members of the Board for approval.

Reviews and approves compensation targets, base salaries, cash and equity-based incentive compensation payments and arrangements, severance, and other compensation and benefits arrangements for any current or prospective executive officers other than the CEO, subject to required Board or shareholder approvals.

Establishes performance measures and goals and assesses whether these goals are met for awards under short-term and long-term cash-based and equity-based compensation plans.

Reviews and monitors the Company's diversity program.






AUDIT COMMITTEE

Assesses the qualification and independence of, appoints, compensates, oversees the work of and removes, if appropriate, Cigna's independent registered public accounting firm.

Represents and assists the Board in fulfilling its oversight responsibilities regarding the adequacy and effectiveness of internal controls, including financial and disclosure controls and procedures, and the integrity of financial statements.

Reviews with management and, if appropriate, the independent registered public accounting firm, annual and quarterly financial statements, earnings releases, earnings guidance, ratings agencies and significant accounting policies.

Oversees compliance with material legal and regulatory requirements.

Oversees the Company's enterprise risk management program and internal audit function and advises the Board on financial and enterprise risks.

Maintains procedures for and reviews the receipt, retention and treatment of complaints regarding accounting, controls, auditing, reporting and disclosure matters and confidential, anonymous submissions by employees of any concerns about questionable accounting and auditing matters.


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The directors serve on the following committees.

                         

 

 

 

 


 

Executive

 


 

Corporate
Governance


 


 

Finance




 

People
Resources


 


 

Audit*

 

  David M. Cordani                     
​   Eric J. Foss           
  Michelle D. Gass                  •     
​   Isaiah Harris, Jr.  Chair             
  Jane E. Henney, M.D      Chair             
​   Roman Martinez IV             • # 
  John M. Partridge          Chair         
​   James E. Rogers             • # 
  Eric C. Wiseman                    
​   Donna F. Zarcone            Chair # 
  William D. Zollars             Chair      
​   Meetings in 2014  0  5  5  8  9    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
Committee member
#
Designated "audit committee financial expert" as defined in the SEC rules.
*
All members of the Audit Committee are financially literate within the meaning of the NYSE listing standards.

BOARD OVERSIGHT OF RISK AND ENTERPRISE RISK MANAGEMENT
Enterprise Risk Management

The Board of Directors has the ultimate responsibility for risk oversight under the Company'sCigna’s risk management framework. The Board executes its duty both directly and through its Audit, Corporate Governance, Finance and People Resources Committees. The Audit Committee oversees Cigna'sCigna’s enterprise risk management (ERM) framework. ERM is a Company-wide initiative that involves the Board, Cigna'sCigna’s management, Cigna'sCigna’s Chief Risk Officer and General Auditor (CRO) and internal audit function in an integrated effort to (1) identify, assess, prioritize and monitor a broad range of risks and (2) formulate and execute plans to monitor and, to the extent possible, mitigate the effect of those risks. The CRO meets with the Audit Committee regularly during its executive sessions and makes reports to the Board at least annually.

Cigna has implemented practices so that the Board and its committees are regularly briefed on issues related to the Company'sCompany’s risk profile. These reports are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management'smanagement’s risk mitigation strategies. These areas of focus include strategic, operational, financial and reporting, succession and compensation, cyber-security, compliance, reputational, governance and other risks.

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The Board, including its committees, oversees risks associated with their respective areas of responsibility, as summarized below. Each committee meets in executive session and with key management personnel and representatives of outside advisors as necessary.

BOARD/COMMITTEE

 

PRIMARY AREAS OF RISK OVERSIGHT

Full Board

 



Board/Committee



Primary Areas of Risk Oversight



Full Board

Strategic, financial and execution risks and exposures associated with Cigna'sCigna’s business strategy, including impact of changes to laws and regulations, significant litigation and regulatory exposures, and other current matters that may present material risk to financial performance, operations, infrastructure, plans, prospects, or reputation, acquisitions and divestitures.

Audit Committee

 



Audit Committee


In addition to overseeing Cigna'sCigna’s ERM framework, oversees risks related to the Company'sCompany’s financial statements, the financial reporting process, accounting, cyber-security and certain legal and compliance matters. The Audit Committee also oversees the internal audit function and the Company'sCompany’s ethics and compliance program.






Corporate Governance Committee


 

Oversees risks and exposures associated with director succession planning, corporate governance and overall Board effectiveness. Also oversees the Company'sCompany’s risks related to political and charitable contributions. In exercising this oversight, the Corporate Governance Committee reviews and discusses financial contributions to such organizations.




Finance

Committee


 

Finance Committee


Oversees the Company'sCompany’s deployment of capital, and technology and investment-related initiatives. In exercising this oversight, the Finance Committee regularly reviews and discusses the technology, financial market and capital management risks that are monitored through the Company'sCompany’s ERM process.






People Resources Committee


 

Oversees compensation related-risks and management succession planning. For additional information regarding the People Resources Committee'sCommittee’s role in evaluating the impact of risk on executive compensation, see page 6847 of the CD&A.



18

DIRECTOR INDEPENDENCE

The current Board includes 10 non-employee directors. On an annual basis, the Board, through its Corporate Governance Committee, reviews relevant relationships between directors, their immediate family members and the Company, consistent with Cigna's independence standards. Cigna's standards, which are detailed in Cigna's Board Practices available at www.cigna.com/about-us/corporate-governance, conform to the independence requirements set forth in the NYSE's listing standards.

To be independent under NYSE and Cigna standards, the Board must affirmatively determine that a director has no material relationships with the Company directly or as an officer, shareholder or partner of an organization that has a relationship with the Company. In making its assessment, the Board considers all relevant facts and circumstances, including whether transactions with such organizations are in the ordinary course of Cigna's business and/or the amount of such transactions (in aggregate or as a percentage of the organization's revenues or assets). The Board also considers that the Company may sell products and services to, and/or purchase products and services from, organizations affiliated with our directors and may hold investments (generally, debt securities) in organizations affiliated with our directors.

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TableOversight of ContentsBusiness Strategy

Our directors provide keen insights into the strategic issues facing the Company, including changes in the regulatory environment, changing market dynamics and the competitive landscape. As part of its oversight of business strategy, the Board:

Formally reviews Cigna’s annual and longer-term strategic plan, financial targets and strategies for achieving those targets;

Regularly reviews and assesses Cigna’s results of operations, financial performance, prospects and competitive position;

Regularly discusses external factors that affect the Company, such as regulatory developments and trends impacting the health care industry generally;

Regularly reviews our performance compared to our competitors; and

Regularly evaluates potential strategic alternatives relating to Cigna and our business, including possible acquisitions, divestitures and business combinations.

Management Succession Planning

At the direction of the Chairman, the Board oversees management succession planning, including the CEO. With the assistance of the People Resources Committee, the Board reviews and approves regular and emergency succession plans and, as part of those plans, develops and evaluates potential candidates who have the skills and


CORPORATE GOVERNANCE MATTERS  (CONTINUED)


Based on itsexperience that the Board believes are necessary for executive leadership positions. The People Resources Committee is responsible for overseeing the Company’s policies and processes for people development in general. In fulfilling that responsibility, the People Resources Committee considers an annual review of director relationships,executive officers and key senior management presented by the CEO, including a discussion of those employees who are considered to be potential successors to executive and senior level positions with regard to their readiness and development opportunities. This assessment is presented to and reviewed by the full Board.

Shareholder Interests

The Board has oversight of a shareholder engagement practice whereby senior management and the investor relations team regularly meet with shareholders and respond to their questions and feedback throughout the year. The Office of the Corporate Secretary engages with shareholders on issues related to corporate governance, executive compensation and social issues.

In addition, the Board has affirmatively determinedadopted a number of practices that there arealign the interests of the directors with those of the shareholders, including:

A director compensation program whereby a majority of compensation is delivered in common stock;

Robust stock ownership requirements for directors; and

No shareholder rights plan and, at this time, the Board has no material relationships betweenintention of adopting such a plan.

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CORPORATE GOVERNANCE MATTERS

BOARD MEETINGS AND COMMITTEES

As part of all regularly scheduled Board meetings, the non-employee directorsChairman presides over all executive sessions of the Board. At a significant number of meetings held in 2015, the independent members of the Board met in executive session. Each Board committee also met in executive session on a regular basis in connection with their respective meetings. In 2015, the Board held 25 meetings and the Companycommittees of the Board held a total of 29 meetings. Overall director attendance at Board and committee meetings was approximately 95%. Each director attended 75% or more of the aggregate of all non-employeemeetings of the Board and committees on which he or she served during 2015. In addition to formal Board meetings, the Board engages with management throughout the year on critical matters and topics.

The Board encourages directors (Dr. Henney, Ms. Gass, Ms. Zarconeto attend the annual meeting of shareholders. In 2015, all directors attended the annual meeting and Messrs. Foss, Harris, Martinez, Partridge, Rogers, Wisemanthe special shareholder meeting held in December. All directors are expected to attend the Annual Meeting in 2016.

The Board has the five committees: Executive, Audit, Corporate Governance, Finance and Zollars)People Resources. Complete copies of the committee charters are independent as defined in bothavailable on Cigna’s website atwww.cigna.com/about-us/company-profile/corporate-governance/cigna-board-committee-members.

The directors serve on the NYSE listing standards (including those applicable to certain board committees) and Cigna's director independence standards.following committees.

                                                                                                         
  

Executive

 

 

  Audit*  

 

 

 

Corporate
  Governance  

 

 

  Finance  

 

 

 

People

  Resources  

 

 

David M. Cordani

 

 ü    

 

Eric J. Foss

 

   ü  ü

 

Michelle D. Gass

 

  ü ü  

 

Isaiah Harris, Jr.

 

 Chair    

 

Jane E. Henney, M.D.

 

 ü  Chair  ü

 

Roman Martinez IV

 

 ü Chair #  ü 

 

John M. Partridge

 

 ü   Chair ü

 

James E. Rogers

 

  ü#  ü 

 

Eric C. Wiseman

 

    ü ü

 

Donna F. Zarcone

 

  ü#  ü 

 

William D. Zollars

 

 ü  ü  Chair

 

Meetings in 2015

 

 0 9 7 5 8

üCommittee member
#Designated “audit committee financial expert” as defined in the SEC rules.
*All members of the Audit Committee are financially literate within the meaning of the NYSE listing standards.

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CORPORATE GOVERNANCE MATTERS

Committee

Responsibilities

Executive Committee

•   Exercises the power and authority of the Board as specifically delegated by the Board when convening a meeting of the full Board of Directors is impracticable.

•   Serves as an advisory body to the Chairman of the Board as needed.

Audit Committee

•   Assesses the qualification and independence of, appoints, compensates, oversees the work of and removes, if appropriate, Cigna’s independent registered public accounting firm.

•   Represents and assists the Board in fulfilling its oversight responsibilities regarding the adequacy and effectiveness of internal controls and the integrity of financial statements.

•   Reviews annual and quarterly financial statements, earnings releases, earnings guidance and significant accounting policies with management and, if appropriate, the independent registered public accounting firm.

•   Oversees compliance with material legal and regulatory requirements.

•   Oversees the Company’s enterprise risk management program and internal audit function and advises the Board on financial and enterprise risks, including risks related to the security of information technology systems.

•   Maintains procedures for and reviews the receipt, retention and treatment of complaints and concerns regarding accounting, controls, auditing, reporting and disclosure matters.

Corporate Governance Committee

•   Reviews, advises and reports to the Board on the Board’s membership, structure, organization, governance practices and performance, as well as shareholder engagement activities.

•   Assists the Board in the oversight and governance of director succession plans.

•   Reviews committee assignments and director independence.

•   Oversees director nomination and compensation and develops specific director recruitment criteria.

•   Oversees communications with external stakeholders, including shareholders.

•   Oversees corporate political and charitable contributions.

Finance Committee

•   Oversees the structure and use of Cigna’s capital.

•   Oversees Cigna’s long-term financial objectives and progress against those objectives.

•   Reviews Cigna’s strategic operating plan and budget.

•   Oversees Cigna’s investment strategy and sets investment policies and guidelines.

•   Oversees on information technology strategy and execution.

People Resources Committee

•   Oversees the policies and processes for people development and assessments of executive officers and key senior management and assists the Board in developing and evaluating executive officer succession plans.

•   Establishes company goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those established goals and objectives, and based on this evaluation, recommends the CEO’s compensation to the independent members of the Board for approval.

•   Reviews and approves compensation targets, base salaries, cash and equity-based incentive compensation payments and arrangements, severance, and other compensation and benefits arrangements for any current or prospective executive officers other than the CEO, subject to required Board or shareholder approvals.

•   Establishes performance measures and goals and assesses whether these goals are met for awards under short-term and long-term cash-based and equity-based compensation plans.

•   Reviews and monitors the Company’s diversity program.

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Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

21


CORPORATE GOVERNANCE MATTERS

CODECODES OF ETHICS

Cigna is committed to conducting business in accordance with the highest standards of integrity, legal compliance and ethical conduct. In 2015, at the recommendation of the Corporate Governance Committee, the Board adopted a Director Code of Business Conduct and Ethics, available on Cigna’s website atwww.cigna.com/about-us/corporate-governance/. While having a universal code of ethics appears to be the majority practice, companies are beginning to adopt separate codes of conduct to meaningfully tailor the content to boards of directors. The Board believes that having a separate code of conduct for the Board meaningfully enhances Cigna’s governance framework by making Board-specific policies clearer, while also representing an approach to addressing general shareholder concerns over transparency of company and board practices.

All directors and employees, including our executive officers, must comply with the Company's Code of Ethics. TheCompany’s Code of Ethics, available on Cigna’s website atwww.cigna.com/about-us/corporate-governance/. Both the Director Code of Business Conduct and Cigna'sEthics and the Company Code of Ethics, together with Cigna’s related policies and procedures, address major areas of professional conduct, including, among others, conflicts of interest, protection of private, sensitive or confidential information, employment practices, insider trading and adherence to laws and regulations affecting the conduct of Cigna'sCigna’s business.

The Code of Ethics requires disclosureANNUAL POLITICAL CONTRIBUTION AND LOBBYING ACTIVITY REPORT

Cigna is committed to transparency and strives to provide clarity about our goals and positions related to the CompanyCompany’s federal and state lobbying and advocacy efforts as well as why we believe active engagement in the public policy arena is important to our mission, business and customers. Cigna has regularly engaged with shareholders to gain feedback regarding desired political contribution disclosure and published its first annual political contributions and lobbying activity report in 2011. The initial report provided information about Cigna’s political contributions, lobbying activities, trade association affiliations and related matters. Since then, we have significantly enhanced this report to incorporate subsequent input from shareholders and to provide greater clarity on our overall lobbying framework, including the areas in which we focus our advocacy efforts and why we believe active engagement in the public policy arena is necessary to support the achievement of our mission, the success of our business and the well-being of our customers. The report also provides information about: (1) direct political contributions that Cigna makes at a corporate level; (2) contributions that Cigna makes through the Cigna Political Action Committee; and (3) the

total amount of dues paid to any industry trade association to which Cigna pays $50,000 or more in annual dues, as well as the portion of any existing or proposed relationship, financial interest orsuch dues that such trade associations inform us are allocable to any non-deductible lobbying expenses. The Corporate Governance Committee provides guidance and oversees Cigna’s political and lobbying activities. The Company updates the report annually and we encourage you to review our 2015 report which is available on Cigna’s website atwww.cigna.com/about-us/corporate-governance/.

CORPORATE RESPONSIBILITY REPORT

As a global health service company with the mission of helping improve the health, well-being and sense of security of the people we serve, Cigna strongly believes that its success depends on earning trust through responsible business transactionpractices, corporate citizenship and providing superior services that could be, or might appearmeet our customers’ individual needs. Inspired by this mission, Cigna works to be,positively impact the health of people, communities and the environment. Cigna annually publishes a conflict of interest. DirectorsCorporate Responsibility Report highlighting our corporate responsibility goals and officers cannot participate in a personal transactioninitiatives. The Corporate Responsibility Report is presented to the Corporate Governance Committee, which reviews the report with Cigna without first notifying and obtaining the approval of Cigna's General Counsel.Board. We encourage our shareholders to review our most current report which is available on Cigna’s website atwww.cigna.com/about-us/corporate-responsibility/report.

CERTAIN TRANSACTIONS

Transactions with Related Persons

Transactions with Related Persons

Cigna has not adopted a written policy concerning review, approval or ratification of related person transactions. Cigna compiles information about transactions between Cigna and Cigna'sCigna’s directors, director nominees and executive officers and any immediate family members and affiliated entities identified by directors, director nominees and executive officers as having any form of relationship with Cigna. Cigna'sCigna’s Office of the Corporate Secretary analyzes the nature of any transaction to determine whether the transaction may require disclosure under SEC rules as a related person transaction. On an annual basis, the Corporate Governance Committee reviews the analysis prepared by the Company, and presents its assessment to the full Board of Directors.

Based on this review, there are no related person transactions requiring disclosure under SEC rules.

Compensation Committee Interlocks and Insider Participation

Compensation Committee Interlocks and Insider Participation

The People Resources Committee comprisesis comprised of the five independent directors listed above on page 32.20. There are no compensation committee interlocks.

22

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NON-EMPLOYEE DIRECTOR COMPENSATION

OVERVIEW

The Corporate Governance Committee reviews and makes recommendations to the Board about the compensation paid to non-employee directors for service on the Cigna Board of Directors. A director who also is an employee of the Company does not receive payment for servicesservice as a director. The CEO is the only employee who currently serves as a director.

The Board believes that the current director compensation program:

aligns with shareholder interests because it includes a significant equity-based compensation component, the value of which is tied to Cigna'sCigna’s stock price; and

is competitive based on the work required of directors serving on the board of an entity of the Company'sCompany’s size, complexity and scope.

The Corporate Governance Committee'sCommittee’s charter provides that it will periodically review director compensation and assist the Board in the administration of director compensation plans. The Board approves the amount and form of director compensation. The Corporate Governance

Committee may from time to time engage a compensation consultant to assist in its review of director compensation. Under our policies, this compensation consultant must be independent from the Company. The independence requirements for a director compensation consultant engaged by the Corporate Governance Committee are identical to those required by the People Resources Committee for its executive compensation consultant, as described on page 69.48.

DIRECTOR COMPENSATION PROGRAM

The Corporate Governance Committee reviews Cigna'sCigna’s non-employee director compensation program on a periodic basis. In October 2011, the Board, upon recommendation from the Corporate Governance Committee, approved the current director compensation program, effective as of January 2012. In 2014,2015, the Board and the Corporate Governance Committee reviewed the director compensation program and did not make any changes.

The following chart summarizes the retainer compensation provided to directors for their service on Cigna's board.Cigna’s board and each committee on which they serve. Payments are made in equal, quarterly installments.

 

 

Retainer type



Annual amount
Method of payment

 

 

Board

 $275,000 Cigna common stock ($180,000)
Cash ($95,000)
  

​  

 

Committee chair

 $15,000 Cash 

 

 

Committee member

 $10,000 Cash  

RETAINER TYPE    ANNUAL AMOUNT        METHOD OF PAYMENT

Board

$275,000

Cigna common stock ($180,000)    

Cash ($95,000)

Committee chair

$  15,000

Cash

Committee member  

$  10,000

Cash

There is no retainer for service on the Executive Committee. In addition to the Board retainer, the Chairman of the Board receives $225,000 in cash for his service as Chairman.

Deferral of Payments

Deferral of Payments

Under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation (Deferral Plan), directors may elect to defer the payment of the cash and/or common stock portion of their annual retainers. Deferred common stock compensation is credited to a director'sdirector’s deferred compensation account as a number of shares

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of hypothetical common stock and ultimately paid in shares. Deferred cash compensation is ultimately paid in cash, and directors have a choice of hypothetical investment funds whose rates of return are credited to that account. These funds include a Cigna stock fund and several other funds selected from those offered to all Cigna employees under the Cigna 401(k) Plan. Directors may elect to receive payments under the Deferral Plan in a lump sum or installments. Lump sum payments are made, or payment installments begin, in January of the year following a director'sdirector’s separation from service or a specified year while still in service.

Stock Ownership Guidelines

Stock Ownership Guideline

Cigna requires directors to maintain a stock ownership level of at least $500,000 (or overin value of Cigna common stock, which is more than five times the annual Board cash retainer) in value of Cigna common stock.retainer. Under the guidelines, directors have five years from their election to the Board to satisfy this ownership obligation. Common stock, deferred common stock, restricted stock units and hypothetical shares of Cigna common stock held by a director count toward the stock ownership guidelines for directors whose service started before February 2014. Directors whose service started after February 2014 may only count common stock and deferred common stock for compliance. As of December 31, 2014,2015, all of the directors other than Ms. Gass, metare in compliance with the stock ownership guideline.guidelines. Ms. Gass does not yet hold $500,000 in value of Cigna common stock, but has until April 2019 (five years from her election to the Board) to satisfy her stock ownership obligations.

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Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

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Financial Planning and Matching Charitable Gift ProgramsCORPORATE GOVERNANCE MATTERS

Financial Planning and Matching Charitable Gift Programs

Directors may participate in the same financial planning and tax preparation program available to Cigna executive officers. Under this program, Cigna will make direct payments or reimburse directors for financial planning services that are provided by firms designated by Cigna and for tax preparation services in the amount of up to $6,500 annually. Each director whose service started before 2006 and has at least nine years of board service upon separation from service also is eligible for direct payments or reimbursement in the amount of up to $5,000 for financial planning and tax preparation services during the one-year period following separation.separation from service.

Directors also may participate in the matching charitable gift program available to Cigna employees, under which Cigna will make a matching charitable gift of up to $5,000 annually. In addition, upon a director'sdirector’s retirement, in recognition of the retiring director'sdirector’s service, the Board may make a donation in the amount of $10,000 to a charitable organization of the director'sdirector’s choice.

Insurance Coverage

Insurance Coverage

Cigna offers to each director, at no cost to the director, group term life insurance coverage equal to the annual Board retainer ($275,000 during 2014)2015), and business travel accident insurance coverage equal to three times the annual Board retainer ($825,000 during 2014)2015).

Directors also may purchase or participate in, by paying premiums on an after-tax basis, additional life insurance, medical care, long-term care, property/casualty personal lines, and various other insurance programs available on a broad basis to Cigna employees. Directors also may elect to purchase worldwide emergency assistance coverage. This program, which provides international emergency medical, personal, travel and security assistance, also is available to Cigna executive officers and certain other Cigna employees who frequently travel abroad for business.

All retired directors have the opportunity to continue other life insurance, long-term care insurance and property/casualty personal lines of insurance pursuant to the terms of the applicable Cigna policies, at the director's own expense.

36    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
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In addition, Cigna provides each retired director whose service started before 2006 and who has at least nine years of Board service upon separation from service with $10,000 of group term life insurance coverage, with premiums paid by Cigna. These directors may also participate for two years following separation from service in the medical care programs currently offered by Cigna to retired employees, with premiums paid by the director on an after-tax basis.

24

Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


CORPORATE GOVERNANCE MATTERS

DIRECTOR COMPENSATION TABLE FOR 2014
2015

The table below includes information about the compensation paid to non-employee directors in 2014.2015. Mr. Cordani, the only Company employee on the Board of Directors, does not receive any director compensation for his Board service.

  Name
(a)






Fees Earned or
Paid in Cash
($)
(b)








Stock
Awards
($)
(c)








All Other
Compensation
($)
(d)








Total
Compensation
($)
(e)




  Eric J. Foss  115,000  180,000  338  295,338  
​   Michelle D. Gass(1) 86,250 135,000 226 221,476 
  Isaiah Harris, Jr.  320,000  180,000  892  500,892  
​   Jane E. Henney, M.D. 120,000 180,000 6,131 306,131 
  Roman Martinez IV  115,000  180,000  1,170  296,170  
​   John M. Partridge 120,000 180,000 5,338 305,338 
  James E. Rogers  115,000  180,000  617  295,617  
​   Joseph P. Sullivan(2) 115,000 180,000 434 295,434 
  Eric C. Wiseman  115,000  180,000  621  295,621  
​   Donna F. Zarcone 120,000 180,000 6,113 306,113 
  William D. Zollars  120,000  180,000  990  300,990  
NAME 

 

FEES EARNED

    OR PAID IN CASH    

($)

 

     STOCK AWARDS     

($)

 

 

ALL OTHER
     COMPENSATION     

($)

 

 

TOTAL
     COMPENSATION     

($)

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

Eric J. Foss

 

   

 

115,000

 

 

 

   

 

180,000

 

 

 

   

 

338

 

 

 

   

 

295,338

 

 

 

Michelle D. Gass

 

   

 

115,000

 

 

 

   

 

180,000

 

 

 

   

 

338

 

 

 

   

 

295,338

 

 

 

Isaiah Harris, Jr.

 

   

 

320,000

 

 

 

   

 

180,000

 

 

 

   

 

892

 

 

 

   

 

500,892

 

 

 

Jane E. Henney, M.D.

 

   

 

120,000

 

 

 

   

 

180,000

 

 

 

   

 

6,131

 

 

 

   

 

306,131

 

 

 

Roman Martinez IV

 

   

 

118,750

 

 

 

   

 

180,000

 

 

 

   

 

1,242

 

 

 

   

 

299,992

 

 

 

John M. Partridge

 

   

 

120,000

 

 

 

   

 

180,000

 

 

 

   

 

338

 

 

 

   

 

300,338

 

 

 

James E. Rogers

 

   

 

115,000

 

 

 

   

 

180,000

 

 

 

   

 

688

 

 

 

   

 

295,688

 

 

 

Joseph P. Sullivan(1)

 

   

 

28,750

 

 

 

   

 

45,000

 

 

 

   

 

83,806

 

 

 

   

 

157,556

 

 

 

Eric C. Wiseman

 

   

 

115,000

 

 

 

   

 

180,000

 

 

 

   

 

688

 

 

 

   

 

295,688

 

 

 

Donna F. Zarcone

 

   

 

117,500

 

 

 

   

 

180,000

 

 

 

   

 

6,185

 

 

 

   

 

303,685

 

 

 

William D. Zollars

 

   

 

120,000

 

 

 

   

 

180,000

 

 

 

   

 

990

 

 

 

   

 

300,990

 

 

 

(1)

Ms. Gass joined the Board in April 2014.

(2)
Mr. Sullivan retired from the Board in February 2015.

      Fees Earned or Paid in Cash (Column (b))

        In addition to the annual cash retainer for Board service ($95,000) received by each director (prorated for Ms. Gass)Mr. Sullivan):

        o

        Messrs. Martinez, Partridge and Zollars, Dr. Henney and Ms. Zarcone each served as a committee chair ($15,000 each) and as a member of another committee ($10,000 each).

        o
        for all or part of 2015.

        Messrs. Foss, Martinez, Rogers, Sullivan, Wiseman and Ms. Gass each served as a member of two committees ($10,000 per committee).

        o
        committees.

        Mr. Harris served as Chairman of the Board ($225,000).

        Board.

        Director fees listed in this column may be deferred by directors under the Deferral Plan (see Deferral of Payments as described on page 35)23).

      Stock Awards (Column (c))

      Column (c) lists the aggregate grant date fair value of Cigna common stock awarded to directors as part of their Board retainer, computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718, applying the same model and assumptions that Cigna applies for financial statement

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      reporting purposes as described in Note 20 to Cigna'sCigna’s consolidated financial statements in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20142015 (disregarding any estimates for forfeitures). Common stock awards listed in this column may be deferred by directors under the Deferral Plan. See Director Ownership below for amounts and a description of equity-based awards outstanding as of December 31, 2014.2015.

      All Other Compensation (Column (d))

      Column (d) includes:

        reinvested dividends on certain deferred stock unit and share equivalent awards and on deferred Cigna common stock, and dividends paid in cash on restricted share equivalents under the Restricted Share Equivalent Plan prior to the conversion of the restricted share equivalents to restricted stock units, as described below under Director Ownership;

        matching charitable awards made by Cigna as part of its matching gift program (also available on a broad basis to Cigna employees) in the amount of $5,000 each for Mr. Partridge, Dr. Henney and Ms. Zarcone;

        for Mr. Sullivan, a payment of $73,750, equivalent to the total dollar value of his second quarter board and

        committee service retainer and a charitable donation in the amount of $10,000 to a non-profit organization in honor of his retirement from the Board; and

        the dollar value of Company-paid life insurance premiums for all directors.

      Column (d) does not include the value of premiums, if any, paid by the directors for additional life insurance, medical care programs, long-term care, property/casualty personal lines, and various other insurance programs that also are available on a broad basis to Cigna employees.

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Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

25


CORPORATE GOVERNANCE MATTERS

DIRECTOR OWNERSHIP

The table shows Cigna securities held by each non-employee director as of December 31, 2014.2015. The value of these securities was calculated using $102.91,$146.33, which was Cigna'sCigna’s closing stock price on December 31, 2014.2015.

 

 

Name




Common
Stock
(a)







Deferred
Common
Stock
(b)








Restricted
Stock
Units
(c)









Hypothetical
Shares of
Common
Stock
(d)








Total
Ownership
(e)







Total
Ownership
Value
(f)




 

 

Eric J. Foss

  9,677        9,677  $   995,860  

​  

 

Michelle D. Gass

 1,413    1,413 $   145,412 

 

 

Isaiah Harris, Jr.

      13,500  23,236  36,736  $3,780,502  

​  

 

Jane E. Henney, M.D.

 500  13,500 19,024 33,024 $3,398,500 

 

 

Roman Martinez IV

  9,496  19,044  13,500  15,410  57,450  $5,912,180  

​  

 

John M. Partridge

 20,711    20,711 $2,131,369 

 

 

James E. Rogers

    33,784    9,202  42,986  $4,423,689  

​  

 

Joseph P. Sullivan

 11,828 2,389   14,217 $1,463,071 

 

 

Eric C. Wiseman

  4,200  8,381    1,263  13,844  $1,424,686  

​  

 

Donna F. Zarcone

 5,971 4,494 13,500 2,795 26,760 $2,753,872 

 

 

William D. Zollars

      13,500  9,778  23,278  $2,395,539  

      NAME

       

       

      COMMON 

      STOCK

      (a)

       

       

      DEFERRED 

      COMMON

      STOCK

      (b)

       

       

      RESTRICTED 

      STOCK

      UNITS

      (c)

       

       

      HYPOTHETICAL 

      SHARES OF

      COMMON

      STOCK

      (d)

       

       

      TOTAL

      OWNERSHIP 

      (e)

       

       

      TOTAL

      OWNERSHIP 

      VALUE

      (f)

       

      Eric J. Foss

       

         

       

      11,017

       

       

       

         

       

       

       

       

         

       

       

       

       

         

       

       

       

       

         

       

      11,017

       

       

       

        $

       

      1,612,118

       

       

       

      Michelle D. Gass

       

         

       

      2,753

       

       

       

         

       

       

       

       

         

       

       

       

       

         

       

       

       

       

         

       

      2,753

       

       

       

        $

       

      402,846

       

       

       

      Isaiah Harris, Jr.

       

         

       

       

       

       

         

       

       

       

       

         

       

      13,500

       

       

       

         

       

      23,242

       

       

       

         

       

      36,742

       

       

       

        $

       

      5,376,457

       

       

       

      Jane E. Henney, M.D.

       

         

       

      1,840

       

       

       

         

       

       

       

       

         

       

      13,500

       

       

       

         

       

      19,024

       

       

       

         

       

      34,364

       

       

       

        $

       

      5,028,484

       

       

       

      Roman Martinez IV

       

         

       

      9,496

       

       

       

         

       

      20,384

       

       

       

         

       

      13,500

       

       

       

         

       

      15,414

       

       

       

         

       

      58,794

       

       

       

        $

       

      8,603,326

       

       

       

      John M. Partridge

       

         

       

      30,871

       

       

       

         

       

       

       

       

         

       

       

       

       

         

       

       

       

       

         

       

      30,871

       

       

       

        $

       

      4,517,353

       

       

       

      James E. Rogers

       

         

       

       

       

       

         

       

      35,124

       

       

       

         

       

       

       

       

         

       

      9,913

       

       

       

         

       

      45,037

       

       

       

        $

       

      6,590,264

       

       

       

      Eric C. Wiseman

       

         

       

      4,200

       

       

       

         

       

      9,721

       

       

       

         

       

       

       

       

         

       

      2,121

       

       

       

         

       

      16,042

       

       

       

        $

       

      2,347,426

       

       

       

      Donna F. Zarcone

       

         

       

      5,971

       

       

       

         

       

      5,834

       

       

       

         

       

      13,500

       

       

       

         

       

      2,795

       

       

       

         

       

      28,100

       

       

       

        $

       

      4,111,873

       

       

       

      William D. Zollars

       

         

       

      971

       

       

       

         

       

       

       

       

         

       

      13,500

       

       

       

         

       

      9,779

       

       

       

         

       

      24,250

       

       

       

        $

       

      3,548,503

       

       

       

      Deferred Common Stock (Column (b))

      Column (b) includes the equity portion of the 20142015 and any previous year'syear’s Board retainer granted in Cigna common stock or deferred stock units that have been deferred under the Deferral Plan.

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      Restricted Stock Units (Column (c))

      Column (c) includes restricted stock units that were issued in April 2014 upon the cancellation and exchange of 13,500 restricted share equivalents held by each of Messrs. Harris, Martinez and Zollars, Dr. Henney and Ms. Zarcone. The restricted share equivalents were originally granted pursuant to the terms of the compensation program in connection withplace at the directors'times of the directors’ election to the Board between 2004 and 2006. The restricted share equivalents and the restricted stock units have the same terms and conditions, except that, upon separation of service, the restricted share equivalents would have settled in cash and the restricted stock units will settle in shares of Cigna stock. The restricted stock units vest after nine years of service or upon reaching age 65. All of these restricted stock units are vested.

      Hypothetical Shares of Common Stock (Column (d))

      Column (d) includes (1) share equivalents resulting from voluntary deferrals of cash compensation hypothetically invested in the Cigna stock fund; (2) hypothetical shares of Cigna common stock credited to directors'directors’ restricted deferred compensation accounts under the terms of the retirement plan in effect between 1997 and 2005; and (3) hypothetical shares of Cigna common stock acquired pursuant to a pre-2006 requirement that directors invest or defer a portion of their Board retainer in shares of hypothetical Cigna common stock. Although these securities are not common stock, the value of the hypothetical shares of Cigna common stock credited to a director'sdirector’s deferred compensation account is tied directly to the value of Cigna common stock.

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    Advisory Approval of Executive Compensation (Proposal 2)


     COMPENSATION MATTERS


    ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (PROPOSAL 2)

    Our Board is committed to strong governance and recognizes that Cigna shareholders have an interest in our executive compensation policies and practices. SEC rules requireSection 14A of the Securities Exchange Act requires that we provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers (NEOs). In recognition of the preference of shareholders expressed at our 2011 Annual Meeting,annual meeting, the Board has adopted a policy that provides for annual "say“say on pay"pay” advisory votes. Consistent with this policy and SEC rules, we are asking you to approve the following advisory resolution:

          Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company'sCompany’s named executive officers as disclosed in the Company'sCompany’s Proxy Statement for the 20152016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Executive Compensation Tables and accompanying narrative disclosure.

    We believe that our executive compensation program design effectively aligns the interests of our executive officers with those of our shareholders by tying a significant portion of their compensation to Cigna'sCigna’s performance and rewarding our executive officers for the creation of long-term value for Cigna'sCigna’s shareholders. In considering your vote, we encourage you to review the Proxy Statement Summary beginning on page 1, the CD&ACompensation Discussion and Analysis beginning on page 4128 and the Executive Compensation Tables beginning on page 73.51.

    This advisory vote is intended to address our overall compensation policies and practices related to the NEOs, rather than any specific element of compensation. Because your vote is advisory, it will not be binding upon the Board. However, the Board and People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.

    The Board of Directors unanimously recommends that shareholders vote FOR advisory approval of the Company's executive compensation.

    40    The Board of Directors
    unanimously recommends
    that shareholders vote
    FOR  advisory approval of
    the Company’s executive
    compensation.

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    COMPENSATION MATTERS

    Compensation Discussion and Analysis

    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    COMPENSATION DISCUSSION AND ANALYSIS
    SUMMARY

    SUMMARY

    Cigna'sCigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance, and attract and retain executive talent. We believe the achievement of our corporate goals will result in the creation of meaningful and sustained long-term value for our shareholders. The primary principles underlying our compensation philosophy are to:

    Motivate superior enterprise results with appropriate consideration of risk and while maintaining commitment to the Company'sCompany’s ethics and values.

    Align the interests of the Company'sCompany’s executives with those of its shareholders and reward the creation of long-term value for Cigna shareholders.

    Emphasize performance-based short-term and long-term compensation over fixed compensation.

    Reward the achievement of favorable long-term financial results more heavily than the achievement of short-term results.

    Provide market competitive compensation opportunities designed to attract and retain highly qualified executives.

    This Compensation Discussion and Analysis (CD&A) describes the compensation policies, programs and decisions regarding our named executive officers (NEOs) for 2014.2015, who include our Chief Executive Officer, Chief Financial Officer and the three most highly-compensated executive officers as of the end of 2015. The People Resources Committee (the Committee) is charged with oversight of the Company’s executive compensation policy and plans and makes all compensation decisions for our executive officers with the exception of our CEO, for whom the Committee makes recommendations to the Board of Directors. This section also describes why the Committee has chosen each element of compensation and how it made compensation decisions. For 2015, our NEOs are:

    NAME

      

    TITLE

    David M. Cordani

      



    Name



    Title



    David M. Cordani

    President and Chief Executive Officer

    Thomas A. McCarthy

      
    ​  Thomas A. McCarthy

    Executive Vice President and Chief Financial Officer

    Herbert A. Fritch

      

    President, Cigna–HealthSpring

    Nicole S. Jones

      Herbert A. Fritch

    Executive Vice President and General Counsel

    Matthew G. Manders

      President, Cigna–HealthSpring
    ​  Matthew G. Manders

    President, U.S. Commercial Markets and Global Health Care Operations

    Jason D. SadlerPresident, International Markets

    Company Performance

    Cigna'sCompany Performance

    Cigna’s mission is to improve the health, well-being and sense of security of the people we serve in our more than 8590 million customer relationships around the globe. This mission andOur strategic focus is centered on delivering value forhigh quality, affordable and personalized solutions to our customers is at the center of what we do every day.and clients by leveraging our insights, brand, talent and localized approach. Creating value for our customers, and in turn, our shareholders, is a direct result of the effective execution of ourGo Deep, Go Global, Go Individual strategy that we implemented in 2010.

    In 2014, Cigna delivered its fifth consecutive year of competitively attractive financial results. Consolidated revenue increased 8% over 2013 to $34.9 billion, with each business segment delivering strong growth. Consolidated adjusted income from operations* increased to $2.0 billion, compared with $1.93 billion for 2013. This reflects strong revenue growth, continued effective medical cost management and disciplined expense

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    20152016 Notice of Annual Meeting of Shareholders and Proxy Statement    41


    COMPENSATION MATTERS

    TableIn 2015, Cigna again delivered strong results with revenue and earnings contributions across the Company’s diversified portfolio of Contents


    COMPENSATION MATTERS  (CONTINUED)


    management.businesses. Consolidated revenue increased 8% over 2014 to $37.9 billion. Consolidated adjusted income from operations* increased to $2.3 billion compared to $2.1 billion for 2014. This reflects strong revenue growth and continued favorable medical and operating costs in the Global Health Care segment. The following charts illustrate our revenue and adjusted income from operations growth, two key measures in determining the performance awards for our NEOs.

    Consolidated Revenue
    CONSOLIDATED REVENUES

    (in billions)IN BILLIONS)

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    Consolidated Adjusted Income from
    Operations*
    CONSOLIDATED ADJUSTED INCOME

    FROM OPERATIONS*

    (in billions)IN BILLIONS)



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      **    We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 20142015 for more complete financial information. Consolidated adjusted income from operations is a measure of profitability used by Cigna’s management because it presents the principalunderlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. This consolidated measure we use to assess profitability but it is not a financial measure calculateddetermined in accordance with accounting principles generally accepted accounting principles in the United States (GAAP). and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income. For a reconciliation of consolidated adjusted income from operations to the most directly comparable GAAP financial measure, which is shareholders'shareholders’ net income, see Annex A.

    We believe thatIn July 2015, we entered into a merger agreement with Anthem, Inc. (Anthem). Our shareholders overwhelmingly approved this merger at our successspecial meeting in executing our strategyDecember 2015, with approximately 99% of the votes cast voting in 2014 and duringfavor of the past several years provides a strong foundation from which we canadoption of the merger agreement, representing approximately 82% of Cigna’s outstanding shares as of the record date for the special meeting. We continue to deliverexpect the merger to close in the second half of 2016.

    Until the merger with Anthem closes, we remain a separate and independent company, focused on delivering competitively attractive earnings and revenue growth to Cigna shareholders.shareholders, as we have over the past several years through the successful execution of our strategy.

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    COMPENSATION MATTERS  (CONTINUED)


    Total Shareholder Return and Relative Peer PerformanceCOMPENSATION MATTERS

    Total Shareholder Return and Relative Peer Performance

    The chart below shows the growth trend of a $100 investment in Cigna stock on December 31, 20112012 over the past three years. For comparison purposes, we also have included the TSR of Cigna's 2014Cigna’s 2015 Strategic Performance Share performance peer group (see page 48)33) and the S&P 500 Index over the same time period.

    Three Year Cumulative Total Shareholder Return*
    December 31, 2011 – December 31, 2014

    LOGO

    *Assumes that the value of the investment in Cigna common stock and each index was $100 on December 31, 2012 and that all dividends were reinvested.
    **Includes Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Health Net, Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc., UnitedHealth Group Incorporated and Unum Group. Market returns are weighted by relative market capitalization.


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      *    Assumes that the value of the investment in Cigna common stock and each index was $100 on December 31, 2011 and that all dividends were reinvested.

      **    Includes ACE, Aetna, AFLAC, Anthem, The Hartford Financial Services Group, HealthNet, Humana, Manulife Financial, MetLife and Unum Group. Market returns are weighted by relative market capitalization.

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    People Resources Committee Actions in 2014COMPENSATION MATTERS

    In 2014,

    2015 Performance-Based Compensation Awards

    For 2015, the People Resources Committee (the Committee) took a numberapproved the following awards to the NEOs to reward the achievement of actionsenterprise goals and to support Cigna's business strategy that align withincent ongoing superior performance. The 2015 Management Incentive Plan performance measures and targets were determined in 2015 and awards were paid in 2016 based on 2015 performance. The 2013–2015 Strategic Performance Shares were paid out in 2016 based on 2013–2015 performance. The 2015 Long-Term Incentive was granted in 2015 based on the Company's compensation objectives and reflect the strong financial results achieved in the fiscal year. We discuss each of these actions in greater detail elsewhere in this CD&A.factors discussed on page 41.

    Management Incentive Plan (MIP)

    Measure

     

    Result

     

    Award

    Adjusted income from operations*

     

    5.9% growth was within target range

    Individual payouts ranged
    from 70% to 135% of each
    NEO’s target.

    Revenue

    9.0% growth was within target range

     

    Operating expense ratio improvement

     As part of the annual merit review process, increased 2014 base salaries for certain NEOs by an average of 7.5% over 2013 to better align the base salaries of certain NEOs with median market data, to reward individual performance and/or to reflect changes in role or responsibilities.Page 52

    0.1% growth was within target range

     

    Net promoter score


     

    2015 NPS score decreased from 2014

    Awarded 2014 Management2013–2015 Strategic Performance Shares (SPS) ($ in millions)

    Measure

    Result

    Award

    Relative TSR

    90th percentile (200% of target)

    2013–2015 SPSs were paid out at 155.5% of target.

    Adjusted income from operations*

    $6,612 (113.3% of target)

    Revenue

    $103,296 (108.6% of target)

    Long-Term Incentive (LTI)

    DescriptionAward
    In determining awards for the NEOs, the Committee (and, for Mr. Cordani, the Board, upon the recommendation of the Committee) primarily evaluates individual contributions, but also may take into consideration enterprise performance, Long-Term Incentive Plan (MIP) payouts(LTIP) share utilization, succession planning needs and other factors as circumstances warrant. In addition, the Committee takes into account market data and an individual’s competitive position.LTI awards ranged from 85% to the NEOs ranging from 90% to 115%121% of target based on 2014 Company resultseach NEO’s target. The LTI awards were delivered 50% in stock options and individual performance.

    Page 56





    Granted 2014 long-term incentive (LTI) awards to the NEOs ranging from 75% to 120% of target based on individual and business performance.


    Page 60





    Approved the payout of the 2012-201450% in strategic performance shares (SPSs) at 160% of target based on the Company's achievement of relative TSR and financialwith a 2015–2017 performance goals over the three-year period.


    Page 61





    In connection with organizational leadership changes, approved compensation adjustments and awards for Messrs. Manders and Sadler in recognition of their increased roles and responsibilities.


    Page 64





    Reviewed and updated the peer groups to be used to evaluate executive officer compensation and determine LTI award performance beginning with 2015 compensation.


    Page 48





    Strengthened the focus on long-term profitable growth in the SPS program by tying performance in the 2015-2017 SPS program equally to adjusted income from operations and relative TSR, and removing revenue as a measure. This action also helped mitigate the use of duplicative measures in the Company's short- and long-term incentive plans.


    Page 62


    * Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it best reflects the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. Effective January 1, 2015, adjusted income from operations is defined as shareholders’ net income (loss) excluding the following after-tax adjustments: net realized investment results, net amortization of other acquired intangible assets and special items. Prior to 2015, and at the time that the Committee approved the 2013–2015 SPS program, Cigna did not exclude net amortization of other acquired intangible assets in the calculation of adjusted income from operations. For this reason, net amortization of other acquired intangible assets is not excluded from the calculation of adjusted income from operations for the 2013–2015 SPS program. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders’ net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets.

    In addition to these awards, the Committee also made changes to the base salary and 2015 MIP and LTI targets for certain NEOs, as further described on pages 36, 39 and 41, to ensure that target total direct compensation remained competitive.

    Annual Shareholder Vote on Executive Compensation and Other Shareholder Feedback

    Annual Shareholder Vote on Executive Compensation and Other Shareholder Feedback

    The Committee and the Board consider the results of the annual shareholder executive compensation say-on-pay vote, as well as other compensation-related shareholder votes, in determining the ongoing design and administration of the Company'sCompany’s executive compensation programs. AtShareholders have expressed their overwhelming support for our executive compensation

    program, with 93.7% of votes cast at the 20142015 annual meeting shareholders overwhelmingly cast their advisory vote in favor of the 2013 compensation awarded to the Company's NEOs, with 94.7% of votes cast in favor. Notwithstanding these strong voting results, the Committee and the Board continued to make changes in 2014 designed to strengthen the Company'sadvisory vote on executive compensation programs, including:compensation.

    the addition of Prudential Financial, Inc. to thecompensation peer group used to benchmark executive pay for 2015;
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    the creation of a separateperformance peer group for 2015, comprised of the same companies in the 2015 compensation peer group, but adding UnitedHealth Group Incorporated and removing ACE Limited and Prudential Financial, Inc., to evaluate total shareholder return (TSR) performance in the SPS program; and

    an adjustment to the performance measures in the SPS program commencing with the 2015-2017 SPS performance period to focus on earnings-based and shareholder return-based metrics.

    The Committee also considers feedback on our executive compensation program received as part of our ongoing communications with shareholders. We believe that the tone of these communications has been positive, with broad shareholder support for our compensation practices.

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    COMPENSATION MATTERS

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    COMPENSATION MATTERS  (CONTINUED)


    EXECUTIVE COMPENSATION POLICIES AND PRACTICES

    Compensation Objectives and Practices

    Compensation Objectives and Practices

    Cigna'sCigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance, and attract and retain executive talent. By emphasizing performance-based awards over fixed compensation, we strive to motivate superior enterprise results that we believe will result in the creation of meaningful and sustained long-term value for our shareholders.

    To further our compensation philosophy, the Committee uses the following compensation practices, processes and instruments.instruments:

    Annual pay-for-performance assessment by the Committee of the achievement of the Company's short-and long-term goals and an evaluation of each executive officer's contribution to the Company's performance.

    A regular and rigorous analysis of relevant market compensation data for each executive officer.

    The analysis includes market data for competitors and the broad-based general industry using companies similar in size and scope;

    Annual pay-for-performance assessment of the achievement of the Company’s short-and long-term goals and an evaluation of each executive officer’s contribution to the Company’s performance;

    Our MIP is designed to motivate executive officers to achieve the Company’s annual goals. No MIP awards are made unless the Company achieves a pre-defined minimum level of adjusted income from operations;

    An equity-based incentive plan (the Cigna Long-Term Incentive Plan or LTIP) focused on long-term shareholder value creation. Our SPSs rewardSPS plan rewards executives for relative TSR performance as compared to our competitors and the achievement of financial goals over a three-year performance period. Through stock options, executives have the potential to realize value as a result of stock price appreciation.

    Our MIP is designed to motivate executive officers to achieve the Company's annual goals under which no awards are made unless the Company achieves a pre-defined level of adjusted income from operations.

    appreciation; and

    The retention by the Committee of an independent compensation consultant to assist the Committee in its design and implementation of the Company'sCompany’s executive compensation programs.

    For information on the oversight of the executive compensation program, see Processes and Procedures for Determining Executive Compensation beginning on page 67.

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    47.

    TableCompensation Governance and Controls

    Our governance practices and controls include:


    COMPENSATION MATTERS  (CONTINUED)

    No tax gross-up of severance pay upon a change of control.


    Compensation Governance and Controls

    The Committee also regularly reviewsRegular review of executive compensation governance market trendspractices, particularly when considering the adoption of new practices or changes to existing programs or policies.

    Our governance practices and controls include:

    "Double trigger" requirement for change of control benefits.

    No tax gross-up of severance pay upon a change of control.

    Robust stock ownership guidelines and share holding requirements for equity awards to align executives'executives’ interests with shareholders.

    Prohibition of hedging of Cigna stock by all directors and employees, including the executive officers, and restrictions on pledging of Cigna stock by directors and Section 16 officers.

    A disgorgement of awards (clawback) policy beyond the mandates of Sarbanes-Oxley.

    Management of LTIP annual share usage (or burn rate) and total dilution by setting an annual share usage limit, which is below the maximum permitted under the plan.

    Limited executive officer perquisites.

    Ongoing review by the Committee of the policies and processes for people development, andincluding assessments of executive officers and key senior management, and assistance to the Board of Directors in management.

    CEO and executive officer succession plans.

    Oversightplans overseen by the Board of Directors, with assistance from the Committee.

    An annual assessment by the Committee of risk related toany potential risks and associated internal controls in our incentive compensation programs and policies, including an annual review that analyzes the relationship between incentive compensation and internal controls, and policies and plan design features that mitigate the risk of incentive compensation having an unintended negative financial impact.policies.

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    Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


    COMPENSATION MATTERS

    These practices are described in more detail throughout this CD&A. For more information about the Committee'sCommittee’s review of people development and succession planning and its role in risk oversight, see pages 2818 to 19 and 68.page 47.

    MarketCompensation Data

    The Committee establishes target compensation levels based on a variety of factors, including published information regarding the pay practices of the Company's peer group, as well as published survey and other data.

    2014 Peer Group

    For 2014 executive compensation decisions, the Committee continued to utilize the same peer group in effect for 2013 compensation decisions. The peer group was developed to include managed health care and multi-line insurance companies that have revenues and market capitalizations ranging from approximately one-half to two

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    COMPENSATION MATTERS  (CONTINUED)


    times Cigna's revenue and market capitalization, with Cigna's ranking near the median of this group. Screening also included a review of three-year TSR, three-year revenue, operating income and net income growth for these companies to determine whether Cigna's performance during the same period was near the median of the group. In addition to these quantitative measures, the Committee also considered qualitative factors, including identifying the companies against which Cigna competes for customers and talent and the presence of international operations.

    The table below lists the companies included in the 2014Company’s compensation peer group as in effect for the December 2013 determination of the 2014 target pay mix and target total direct compensation, as well as the compensation adjustments in May 2014 for Messrs. Manders and Sadler in connection with their increased roles and responsibilities.




    2014 Compensation Peer Group



    ACE LimitedHealth Net, Inc.
    ​  Aetna, Inc.Humana, Inc.
    Aflac IncorporatedManulife Financial Corporation
    ​  Anthem, Inc.MetLife, Inc.
    The Hartford Financial Services Group, Inc.Unum Group

    Benchmarkinga general industry peer group.

    In December 2013, the Committee changed its approach to the data it uses as the primary market reference for reviewing pay and setting target compensation levels. Historically, the Committee had relied on compensation data included in the proxy statements of companies in its peer group as the primary market reference. Where proxy data was not available, the Committee would review aggregate data from published surveys.

    Upon the recommendation of its compensation consultant, the Committee shifted to using survey data exclusively as the primary market reference in determining base salary adjustments and compensation targets. Survey data, which is based on compensation information provided to third parties after proxy statements are filed, provides more current compensation information than proxy data. Proxy data is used to supplement the survey data if survey data is insufficient for a particular peer company. A broader cut of survey data, representing size-adjusted health and life insurance companies, was used to benchmark Mr. Sadler's compensation because peer group data was insufficient or unavailable for his specific role. A list of the companies used to benchmark Mr. Sadler's compensation is included on Annex B.

    2015 Peer Groups

    Compensation Peer Group.In 2014, the Committee requested that its independent compensation consultant conduct a review of the current peer group and offer suggested modifications for benchmarking future executive pay decisions. The Committee'sCommittee’s consultant utilized multiple sources to develop and recommend potential peer companies for the Committee to consider. Sources included a screening of companies screened by industry and scope,business focus, peer groups developed by proxy advisory firms, peers identified in various analyst reports and peers of companies in Cigna'sCigna’s 2014 peer group. As a result of this review, the Committee added Prudential Financial, Inc. to its peer group and adopted the following as its compensation peer group, effective forbeginning in 2015.

    2015 Compensation Peer Group

    ACE Limited

    Aetna, Inc.

    Aflac Incorporated

    Anthem, Inc.

    The Hartford Financial Services Group, Inc.

    Health Net, Inc.

    Humana, Inc.

    Manulife Financial Corporation

    MetLife, Inc.

    Prudential Financial, Inc.

    Unum Group

    General Industry Peer Group.The Committee also recognized that Cigna often competes for talent from companies beyond that of its identifiedcompensation peer group. As a secondaryan additional reference to provide a broader perspective on market practices, particularly for those executive officers with job functions that could apply to a variety of industries, the Committee developed a general industry peer group.group, effective beginning in 2015. The general industry peer group was developed by screening publicly traded, U.S.-based companies within relevant industry classifications. The list was then narrowed to companies whose revenues were within the range of 0.4 to 2.5 times that of Cigna and whose

    market capitalization was

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    within the range of 0.2 to 10 times that of Cigna. The screening process resulted in a group of 43 companies whichthat the Committee approved as a general industry peer group. A list of the general industry peer companies is included on Annex C.B.

    At the recommendation of theSPS Performance Peer Group. In consultation with its compensation consultant, the Committee also created a performance peer group to be used exclusively to track relative total shareholder returnTSR within the SPS program, effective for 2015.beginning with the 2015–2017 performance period. The Committee recognized that certain directof our competitors maywere not have been included in the 2015 compensation peer group due to their relative size. While size is a relevant factor in determining a compensation peer group, it is less relevant when measuring performance. Other companies were included in the 2015 compensation peer group because Cigna competes with them for talent; however, because of significant differences in business focus, these companies do not make goodoptimal comparators for performance purposes. For these reasons, the Committee created an SPS performance peer group comprising the same companies in its 2015 compensation peer group, but adding UnitedHealth Group Incorporated and removing ACE Limited and Prudential Financial, Inc.

    Tally Sheets

    Target Total Direct Compensation and Target Pay Mix

    The Committee determinesreviews tally sheets for all of its executive officers, first when targets are being reviewed in December and again before annual compensation award decisions are made in February. The tally sheets summarize historical actual compensation and current target compensation. The Committee believes that tally sheets are a useful reference tool when considering whether compensation decisions reflect Cigna’s compensation philosophy and performance, but are not a determining factor when making executive compensation decisions.

    Target Total Direct Compensation and Target Pay Mix

    The Committee’s decisions regarding target total direct compensation and target pay mix using survey data as the primary market reference as described above andare consistent with its principles that (1) performance-based compensation should be emphasized over fixed compensation; and (2) long-term incentives should be more heavily weighted than annual incentives. Actual compensation, however, is driven by Company performance.

    Target total direct compensation consists of base salary, the annual incentive target and the long-term incentive target. On an annual basis, the Committee approves each of these amounts for each NEO and seeks to target an executive officer'sofficer’s total direct compensation in a "competitive range"“competitive range” of within plus or minus 15% of the 50th percentile of the relevant survey data being used for comparison purposes.data.

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    COMPENSATION MATTERS

    While the Committee targets total direct compensation in the competitive range, there may be variation in the target pay mix such that target amounts for individual compensation elements may be above or below the competitive range for the individual element. Target total direct compensation for a NEO also may vary outside of the competitive range of the 50th percentile of the primary market referencesurvey data due to factors such as performance, tenure in role, range of data within the applicable market referenceavailable and market and economic conditions. Internal pay comparisons among the NEOs are not generally considered for purposes of the Committee's Committee’s

    determination of target pay mix and target total direct compensation.

    The table below presents each primary element of compensation for the NEOs subject to annual review by the Committee and the position of target total direct compensation relative to market data.Cigna’s compensation and general industry peer groups. Target total direct compensation reflects the sum of annual base salary and the 20142015 targets for the MIP and LTI programs.

                       

     

     

    NEO







    2014 Annual
    Base Salary
    ($)









    2014 MIP
    Target
    ($)









    2014 LTI
    Target
    ($)










    Target Total
    Direct
    Compensation
    ($)






    Target Total
    Direct Compensation
    Position to Market(1)




     
    ​ ​ ​ ​ ​ ​ ​ 

     

     

    David M. Cordani

      1,155,000  1,800,000  9,000,000  11,955,000 Within competitive range  

    ​  

     

    Thomas A. McCarthy

     650,000 600,000 2,100,000 3,350,000 Within competitive range 

     

     

    Herbert A. Fritch(2)

      1,000,000  1,000,000  2,000,000  4,000,000 Above competitive range  

    ​  

     

    Matthew G. Manders(3)

     675,000 750,000 2,100,000 3,525,000 Within competitive range 

     

     

    Jason D. Sadler(4)

      574,860  474,884  950,000  1,999,744 Within competitive range  
    (1)
    Based on survey data available in December 2013 as primary market reference.

    (2)
    Mr. Fritch's target total direct compensation is driven by his former role as Chief Executive Officer of HealthSpring before Cigna acquired HealthSpring in January 2012.

    NEO

     

     

     

    2015
    ANNUAL
    BASE
    SALARY
    ($)

     

     

    2015

    MIP
    TARGET
    ($)

     

     

    2015

    LTI
    TARGET

    ($)

     

     

    TARGET

    TOTAL DIRECT
    COMPENSATION
    ($)

     

     

    TARGET

    TOTAL DIRECT

    COMPENSATION POSITION

    TO COMPENSATION

    PEER GROUP(1)

     

     

    TARGET

    TOTAL DIRECT

    COMPENSATION POSITION

    TO GENERAL INDUSTRY
    PEER GROUP(2)

     

     

    David M. Cordani

     

     1,200,000

     

     2,200,000

     

     9,600,000

     

     13,000,000

     

     

    Within competitive range

     

     

    Within competitive range

     

     

    Thomas A. McCarthy

     

     740,000

     

     800,000

     

     2,400,000

     

     3,940,000

     

     

    Within competitive range

     

     

    Below competitive range

     

     

    Herbert A. Fritch(3)

     

     1,000,000

     

     1,000,000

     

     2,000,000

     

     4,000,000

     

     

    Above competitive range

     

     

    Above competitive range

     

     

    Nicole S. Jones

     

     581,138

     

     560,000

     

     1,424,500

     

     2,565,638

     

     

    Within competitive range

     

     

    Within competitive range

     

     

    Matthew G. Manders

     

     750,000

     

     900,000

     

     2,200,000

     

     3,850,000

     

     

    Within competitive range

     

     

    Within competitive range

     

    GRAPHIC
    2015 Notice
    (1)Based on survey data available in December 2014 for the compensation peer group.

    (2)Based on survey data available in December 2014 for the general industry peer group.

    (3)Mr. Fritch’s target total direct compensation is driven by his former role as Chief Executive Officer of Annual Meeting of Shareholders and Proxy Statement    49HealthSpring before Cigna acquired HealthSpring in January 2012.

    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    (3)
    Reflects base salary, MIP target and LTI target approved by the Committee in May 2014 in connection with Mr. Manders' increased responsibilities as President, U.S. Commercial Markets and Global Health Care Operations.

    (4)
    Mr. Sadler is based in Hong Kong. His base salary and annual incentive award are paid in Hong Kong dollars and, throughout this CD&A, have been converted to U.S. dollars using an exchange rate of $1 Hong Kong dollar = $0.12896 U.S. dollar, the average of the daily mid-points between the bid and the ask prices for each trading day in the month of December 2014. Reflects base salary, MIP target and LTI target approved by the Committee in May 2014 in connection with Mr. Sadler's increased responsibilities as President, International Markets.

    As illustrated in the charts below, performance-based compensation represents approximately 90%91% of Mr. Cordani'sCordani’s target total direct compensation, including 75%74% in long-term incentives and 15%17% in annual incentives. On average, performance-based compensation represents 77%79% of target total direct compensation for the other NEOs, including an average of 56% in long-term incentives and 21%23% in annual incentives. TheThese percentages shown below are targets only and will not match the percentages calculable from the compensation amounts reflected in the Summary Compensation Table on page 73.51.

    CEO TARGET

    PAY MIX

    OTHER NEO AVERAGE

    TARGET PAY MIX

    LOGO


    GRAPHIC

    34

        

    GRAPHICCigna

    Tally Sheets

    The Committee reviews tally sheets for all of its executive officers, first when targets are being reviewed in December and again before annual compensation award decisions are made in February. Tally sheets summarize historical actual and target compensation, current target compensation opportunity, outstanding equity awards, retirement and deferred compensation values, and potential payouts upon termination of employment. The Committee believes that tally sheets are a useful reference tool to aid in its determination of whether compensation decisions are appropriate in the context of Cigna's compensation philosophy and performance. The Committee uses tally sheets solely as a reference, not as a determinant, when making executive compensation decisions.

    50    20152016 Notice of Annual Meeting of Shareholders and Proxy Statement
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    COMPENSATION MATTERS

    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    ELEMENTS OF COMPENSATION

    Cigna's 2014Cigna’s 2015 executive compensation program consists of the following elements:

        ELEMENT

     

        DESCRIPTION

     

        COMMITTEE ACTIONS FOR 2015

    Base salary

     



    Element



    Description



    Base SalaryRepresents the fixed

    Fixed portion of each NEO's total direct compensation, package.set with reference to competitive market data and designed to attract and retain key talent.

     

    Increased 2015 base salaries for certain NEOs to better align the base salaries with median market data, to reward individual performance and/or to reflect changes in role or responsibilities. See also page 36.


    Management Incentive

    Plan (MIP)


     

    Annual Incentive


    Annual incentive awards under the MIP are based on

    Performance-based cash compensation designed to reward the achievement of annual enterprise results relative to pre-established goals, as well as individual performance accomplishments and contributions.


     

    Increased MIP targets for certain NEOs to ensure that target total direct compensation remained within a competitive range of the market median. See also page 39.




    Long-Term Incentives (LTI)


     

    Cigna's long-term incentive program also

    Stock Options

    Performance-based compensation, the potential realized value of which is performance-based compensation. In accordance with Cigna'sdetermined by stock price appreciation from the date of grant through the date of exercise.

    Increased LTI targets for certain NEOs to ensure that target total direct compensation strategy, the predominant portion ofremained within a NEO's compensation opportunity is tied to the long-term resultscompetitive range of the Company.



    market median. See also page 41.


     

    Strategic Performance

    Shares


    Performance-based compensation, the payout of which is based upon the achievement of pre-determined enterprise goals over a three-year performance period.

    Retirement and Deferred Compensation


     

    Cigna provides retirement benefits in the United States

    Fixed component of compensation that areis aligned to competitive market practice, including 401(k) plans and a voluntary non-qualified deferred compensation program that does not have any Company contributions. Executive officers working outside of the United States receive comparable arrangements. U.S.-based NEOs hired before July 1, 2009 have accrued benefits from defined benefit pension plans that were frozen on July 1, 2009.


     

    No changes in 2015.




    Limited Perquisites and

    Other Benefits


     

    Cigna provides limited

    Limited perquisites to executive officers, whichthat are designed to attract and retain key talent and provide for the safety and security of executive officers. Executive officers working outside of the United States also may be provided with local benefits that are customary

    No changes in the country in which they are based. The NEOs are eligible to receive all of the benefits offered to Cigna employees generally, including medical benefits, other health and welfare benefits and other voluntary benefits. In addition, the CEO is encouraged to use the corporate aircraft for business and personal travel.



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    COMPENSATION MATTERS  (CONTINUED)


    Base Salary2015.

    Base Salary

    Base salary represents the only 10%fixed portion of CEOan NEO’s total target paydirect compensation and, an average of 23% for all other NEOs,consistent with the balanceCommittee’s philosophy that executive pay should strongly align with the interests of our shareholders, represents a small portion of total target compensation being performance-baseddirect compensation.

    Base Salary Snapshot

    Base salary levels are set with reference to both competitive market data and individual performance.

    Base salary levelssalaries are reviewed annually during the merit review process and may be adjusted as a result of updated market data and an assessment of an executive'sexecutive’s role and performance contributions, including the demonstration of Cigna's leadership behaviorsCigna’s core values and core values.the achievement of the expectations associated with his or her role. The overall salary budget also is a factor in determining the extent of base salary adjustments.

    2014 Base Salaries

    Base salary

    represents only 9%

    of CEO target pay

    and an average of 21% for

    all other NEOs, with the

    balance of target

    compensation being

    performance-based

    compensation.

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    Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

    35


    COMPENSATION MATTERS

    The table below shows base salaries for each of the NEOs. In March 2015, as part of the annual review process, the base salaries of Messrs. Cordani, McCarthy and Manders and Ms. Jones were increased by an average of 7.8%. These increases were driven in part by the survey data available in December 2014 as well as by individual performance assessments. Base salaries listed below may differ from the values reported in the Summary Compensation Table on page 73,51, due to the timing of changes to the NEOs'NEOs’ base salaries.

    NEO

    2015 Annual Base Salary ($)

    David M. Cordani

    1,200,000                     

    Thomas A. McCarthy

    740,000                     

    Herbert A. Fritch(1)

    1,000,000                     

    Nicole S. Jones

    581,138                     

    Matthew G. Manders

    750,000                     

    (1)Mr. Fritch’s 2015 base salary is driven by his base salary in his former role as Chief Executive Officer of HealthSpring before Cigna acquired HealthSpring in January 2012.

    Annual Incentives

        

    Because profitability is

    critical to the long-term

    success of the business, no

    incentive award payments

    are made unless the

    Company achieves a pre-

    defined minimum level of

    adjusted income from

    operations.

       


     

    NEO


    2014 Annual
    Base Salary
    ($)





      David M. Cordani1,155,000  
    ​  Thomas A. McCarthy650,000
    Herbert A. Fritch(1)1,000,000
    ​  Matthew G. Manders(2)675,000
    Jason D. Sadler(2)574,860
    (1)
    Mr. Fritch's 2014 base salary

    Management Incentive Plan (MIP) Overview

    Annual incentives are paid primarily under the MIP. The MIP is driven by his base salary in his former role as Chief Executive Officerdesigned to reward executives for the achievement of HealthSpring before Cigna acquired HealthSpring in January 2012.

    (2)
    Reflects the base salary approved byshort-term goals. On an annual basis, the Committee in May 2014.
    approves:

    In February 2014, as part of the annual merit review process, the base salaries of Messrs. Cordani, McCarthy

    Enterprise performance measures and Sadler were increased by an average of 7.5%. These merit increases were based on survey data available in December 2013 and individual performance assessments. As further described on page 64, in May 2014, the Committee approved a 15% and 6% increase in Messrs. Manders' and Sadler's respective base salaries in recognition of their increased roles and responsibilities.

    52    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
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    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    Annual Incentives

    Corporate annual performance goals, which are pre-established and designed to align with and drive execution of the Company'sCompany’s business strategy. Because profitability is critical to the long-term success of the business, no incentive award payments are made unless the Company achieves a pre-defined level of adjusted income from operations.

    strategy;

    Management Incentive Plan Snapshot

    Annual incentives are paid primarily under the MIP. The Committee annually approves:

      o
      Enterprise performance measures and goals;

      o
      Funding
      Aggregate funding levels for actual MIP awards; and

      o

    Individual targets for the NEOs, except for Mr. Cordani’s target, which is approved by the Board upon the recommendation of the Committee; and actual
    Actual MIP awards for the NEOs, except for Mr. Cordani'sCordani’s award, which is approved by the Board upon the recommendation of the Committee.

    Subject to certain limits described below, the actual annual incentive award for an eligible employee can range from 0% to 200% of the individual'sindividual’s target, allowing the Committee to differentiate based on an individual’s contributions to the attainment of enterprise goals. Contribution reflects the way an executive officer impacts and is paid inadds value to the first quarter followingenterprise. This includes factors such as the endextent to which an executive delivers results that provide improved financial results, customer service, or employee engagement, an executive’s level of the performance year.

    2014innovation, and thoughtful risk-taking. For 2015, MIP payoutsawards ranged from 90%70% to 115%135% of target based on Company results and individual performance.
    contributions.

    MIP Performance Measures and Goals

    Each year, the Committee sets enterprise performance measures, weightings and goals for annual incentive awards based on Cigna'sCigna’s business priorities. The Committee works with its independent compensation consultant to evaluate the appropriateness of these measures and weightings and the degree of challenge in the MIP performance goals. The measures are designed to align with and drive execution of the Company'sCompany’s business strategy. For 2015, performance measures included adjusted income from operations, revenue, operating expense ratio improvement and net promoter score (NPS). More detailed information on these measures is included in the table on page 55.38.

    Measure


    Weighting

    Rationale

    Adjusted income from operations

    50%

    Reinforces the importance of profitable growth across the enterprise.

    Revenue

    20%

    Focuses on enterprise growth, encourages business decisions that optimize results for the enterprise, promotes cross-selling efforts and collaboration across business units, and drives customer focus.


    Operating expense ratio improvement

    20%

    Drives continued focus on delivering ongoing expense efficiency while furthering investment capacity for ongoing innovation.

    Net promoter score (NPS)

    10%

    Reinforces our focus on customer retention and loyalty by measuring customer perception on matters such as our reputation, brand, product, service, pricing and providers, all of which we believe are critical to Cigna's success.


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    COMPENSATION MATTERS  (CONTINUED)


    For each MIP goal other than NPS, the Committee specifies certain below target, target and above target and superior levels of performance. For NPS, performance is either atthe Committee considers whether our score remained the same, improved or belowdecreased over the target level.prior year’s score. To aid the Committee in setting thesethe financial performance targets, and to assess the reasonableness and rigor of those targets, the Committee'sCommittee’s compensation consultant annually presents a comprehensive report to the Committee that evaluates Cigna'sCigna’s historical relationship between pay and performance in comparison with Cigna'sCigna’s compensation peer group. The compensation consultant also reviews performance goals determined by the Committee in the context of historical performance and analyst expectations of future performance for Cigna and Cigna'sCigna’s compensation peer group.

    36

    Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


    COMPENSATION MATTERS

    MIP Funding and Award Determination Process

    The key considerations to funding the MIP and determining individual award amounts are discussed below.

    GRAPHIC

    Achieve Earnings Gate.Minimum. The Committee believes that achieving Cigna'sCigna’s profitability goals is critically important to the long-term success of the business. In recognition of its importance, a pre-definedminimum acceptable level of adjusted income from operations (the earnings gate)financial performance relative to Cigna’s corporate objectives for the year must be achieved in order for the Committee to fund the MIP. If the Company does not meet the earnings gate,a pre-defined minimum level of adjusted income from operations, the MIP will not be funded and no annual incentives will be paid to the NEOs. The earnings gate reflects the minimum acceptable level of financial performance relative to Cigna's corporate objectives for the year.paid.

    Company Performance Drives Funding Level.If the Company achieves the earnings gate,minimum, the Committee may fund the pool from 0% to 200% of target based upon with the following performance ranges: below target, target and above target and superior.target. The target performance range for the adjusted income from operations, revenue and operating expense improvement goals results in funding at 80% to 120% of target award levels. An NPS performance atscore equal to or above targetgreater than the prior year’s score results in funding at 100% to 200% of target award levels.

    The Company'sCompany’s actual performance is the basis for establishing the range of funding available for awards. The Committee maintains the discretion to determine at which point within the limits of the pre-established range the actual funding will be set. In setting the actual funding, the Committee considers Cigna'sCigna’s performance as a whole (both in absolute terms and relative to competitors), as well as Cigna'sCigna’s achievement of the goals within each performance measure. The MIP funding mechanisms ensure that a minimum level of performance is achieved and that NEOs are rewarded for strong Company performance.

    The Committee retains the flexibility to make incentive awards if target MIP goals are not achieved (provided that the earnings minimum has been met) to aid in the retention of select key talent over the long-term and the encouragement of management to make decisions that could yield lesser results in the short-term, but are in the best interests of the Company'sCompany’s shareholders over the long-term.

    54    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
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    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    Award Amounts Based on Individual Contributions to Company Performance.Once MIP funding has been determined, the Committee (and for Mr. Cordani, the Board of Directors upon the recommendation of the Committee) assesses each executive officer'sofficer’s individual performance contributions and how such contributions impacted the achievement of the MIP goals to determine the actual award amounts for each NEO. Actual awards can range from 0% to 200% of a NEO'sNEO’s MIP target, allowing the Committee to differentiate based on overall performance.each individual’s contributions.

    2014

    LOGO

    Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

    37


    COMPENSATION MATTERS

    2015 Performance Goals, Measures and Actual Results

    Each year, the Committee considers the appropriate measures for the MIP program at its October and December meetings, and then considers and approves the actual targets at its meetings in January and February. For 2014,2015, the Committee established the performance measures, weightings and target performance goals below, which were used to determine the range of potential aggregate funding for MIP awards.

    Measure
    MEASURE



    Weighting

    Target Performance Goals*

    Actual Result



    Adjusted income from operations**




    50%



    (2)% to 10% growth


    6.1% growth was within target
    range



     

     

    RATIONALE

    WEIGHTING

    TARGET
    PERFORMANCE GOALS

    ACTUAL RESULT

    Adjusted income from operations*

    Reinforces the importance of profitable growth across the enterprise.

    50%

    (2.5)% to 7% growth

    5.9% growth was within

    target range

    The target was set as a year-over-year growth goal for Cigna'sCigna’s Global Health Care, Global Supplemental Benefits and Group Disability and Life segments.

    Revenue

     



    Revenue




    20%



    4% to 10%

    Focuses on enterprise growth,



    8.2% growth was within target
    range



    encourages business decisions that optimize results for the enterprise, promotes cross-selling efforts and collaboration across business units, and drives customer focus.

     

     20%6% to 13% growth

    9.0% growth was within

    target range

    The target was set as a year-over-year growth goal for Cigna'sCigna’s Global Health Care, Global Supplemental Benefits and Group Disability and Life segments.




    Operating expense ratio improvement


     



    20%



    (3.8)% to 0.3% improvement


    (1.0)% improvement was within
    target range



    Drives continued focus on delivering ongoing expense efficiency while furthering investment capacity for ongoing innovation.

     

     20%(1)% to 2.9%
    improvement

    0.1% improvement was

    within target range

    The target was set as a composite objective, which measures operating expense improvement in Cigna'sCigna’s Global Health Care, Global Supplemental Benefits and Group Disability and Life segments versus 2013.2014. Operating expenses are expressed as a percent of revenue for each segment. As further described below, this target considers the impact of the health insurance industry tax.




    Net promoter score (NPS)


     



    10%



    Improve or maintain 2013 NPS score


    2014 NPS score improved from
    2013



    Reinforces our focus on customer retention and loyalty by measuring customer perception on matters such as our reputation, brand, product, service, pricing and providers, all of which we believe are critical to Cigna’s success.

     

     10%Improve or maintain
    2014 NPS score
    2015 NPS score decreased from 2014

    This is a measure of customer loyalty based on the results of externally conducted customer surveys.

    The target was set as a composite objective, measuring the year-over-year improvement ofchange in the NPS against 20132014 results. NPS results from each of Cigna'sCigna’s segments are weighted based on the Company's 2014Company’s 2015 operating plan for the segment'ssegment’s premiums and fees to establish both the NPS baseline and final result for 2014.2015.

     
    *Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it best reflects the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders’ net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets.
    *
    Achievement within the range of the target performance goals will yield funding at 80% to 120% of target award levels, except for NPS. For NPS, target performance will yield funding equal to 100% of target award levels.

    **
    Adjusted income from operations is not a financial measure calculated in accordance with U.S. generally accepted accounting principles (GAAP). For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to the most directly comparable GAAP financial measure, which is segment earnings for each of the three businesses, see Annex A to this Proxy Statement.
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    COMPENSATION MATTERS  (CONTINUED)


    In setting the target performance goals for each measure in February 2015, the Committee considered Cigna'sCigna’s publicly disclosed earnings estimates, historical Company and compensation peer company performance, analyst commentary and the Company'sCompany’s then-current expectations for the industry and economic environment. The Committee considered various market forces impacting the Company and related uncertainty, including the expectation that the industry would continue to face significant market changechanges and disruption in 2014.2015. Factors contributing to this uncertainty included disruption incontinued rate pressure for the Medicare Advantage market, the incremental step up in the health insurance industry tax, and the impact of the Affordable Care Act, which includedcontinued uncertainty regardingin enrollment and margins associated with the individual business on the public exchanges and the health insurance industry tax that was assessed for the first time in 2014.exchanges. The Committee believed that the target performance goals represented competitively attractive goals that would be challenging to achieve although not certain, in light of the circumstances facing the Company in 2014.2015.

    2014

    38

    Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


    COMPENSATION MATTERS

    2015 Individual MIP Targets and Awards

    MIP target levels for the 20142015 performance year for the NEOs are set forth in the table below. In December 2013,2014, after updating the compensation peer group and adopting the general industry peer group, the Committee approved a 12% increase in Mr. Sadler's 2014 MIP target to further incent him to achieve aggressive goals set for his business. In May 2014, in recognition of their increased roles and responsibilities, the Committee approved 30% and 6% increases to the 20142015 MIP targets for Messrs.certain NEOs. The Committee increased the 2015 MIP targets for Mr. Cordani, Mr. McCarthy, Ms. Jones and Mr. Manders by $400,000, $200,000, $124,250 and Sadler,$150,000, respectively. The Committee believed these changes were necessary to ensure that target total direct compensation remained within a competitive range of the market median.

    In determining actual MIP awards, the Committee (and for Mr. Cordani, the Board of Directors upon the recommendation of the Committee) takes an integrated approach, assessing enterprise results together with each executive officer'sofficer’s individual performance contributions during 2014.2015. For the 20142015 performance year, the Committee and the Board made annual incentive awards to the NEOs ranging from 90%70% to 115%135% of the target award value, as reflected in the following table.

                   
      NEO




    2014 MIP
    Target
    ($)






    MIP Maximum
    Award
    ($)



    Actual
    MIP Payout
    ($)



    Payout as a
    Percent of
    Target
    (%)




      David M. Cordani  1,800,000  3,600,000 1,900,000 105.5  
    ​   Thomas A. McCarthy 600,000 1,200,000 630,000 105 
      Herbert A. Fritch(1)  1,000,000  2,000,000 900,000 90  
    ​   Matthew G. Manders 750,000 1,500,000 787,500 105 
      Jason D. Sadler  474,884  949,768 546,116 115  
    (1)
    Mr. Fritch's MIP target is driven by his annual incentive target in his former role as Chief Executive Officer of HealthSpring before Cigna acquired HealthSpring in January 2012.

    NEO

     

        

     

    2015

    MIP

    TARGET

    ($)

     

         

     

    MIP

    MAXIMUM

    AWARD

    ($)

     

         

     

    ACTUAL

    MIP

    PAYOUT

    ($)

     

         

     

    PAYOUT

    AS A PERCENT

    OF TARGET

    (%)

     

     

    David M. Cordani

     

         

     

    2,200,000

     

      

     

         

     

    4,400,000

     

      

     

         

     

    2,860,000

     

      

     

         

     

    130          

     

      

     

    Thomas A. McCarthy

     

         

     

    800,000

     

      

     

         

     

    1,600,000

     

      

     

         

     

    1,000,000

     

      

     

         

     

    125          

     

      

     

    Herbert A. Fritch(1)

     

         

     

    1,000,000

     

      

     

         

     

    2,000,000

     

      

     

         

     

    700,000

     

      

     

         

     

    70          

     

      

     

    Nicole S. Jones

     

         

     

    560,000

     

      

     

         

     

    1,120,000

     

      

     

         

     

    756,000

     

      

     

         

     

    135          

     

      

     

    Matthew G. Manders

     

         

     

    900,000

     

      

     

         

     

    1,800,000

     

      

     

         

     

    1,080,000

     

      

     

         

     

    120          

     

      

     

    (1)Mr. Fritch’s MIP target is driven by his annual incentive target in his former role as Chief Executive Officer of HealthSpring before Cigna acquired HealthSpring in January 2012.

    Mr. Cordani

    In early 2015,2016, the Committee, together with the independent Chairman of the Board, assessed the performance of Mr. Cordani. This assessment included a review of the overall performance of the Company in 20142015 against the established enterprise goals. They also considered Mr. Cordani'sCordani’s individual contributions. Following this review, the Committee made certain recommendations to the Board relating to Mr. Cordani'sCordani’s MIP award for 2014.2015. The Board considered these recommendations as part of its own independent review of Mr. Cordani'sCordani’s performance. Under Mr. Cordani'sCordani’s leadership, Cigna achieved its fifthsixth consecutive year of competitively attractive results. More specifically, the Board considered the following achievements in 2014:factors:

    development and implementation

    strong leadership of the next phase of Cigna'sGo Deep, Go Global, Go Individual strategy, which focuses onorganization throughout a year marked by significant complexity and change for Cigna as well as disruption and volatility in the key imperatives of affordability and personalization driven by insights, localization, talent and brand;

    consolidated adjusted income from operations of $2.0 billion, compared with $1.93 billion in 2013;

    revenue of $34.9 billion, which represents growth of 8% compared to 2013;
    industry;

    the continued advancement of the Company’sGo Deep, Go Global, Go Individual strategy, highlighted by:

    56    ¡significant progress in Cigna’s evaluation of potential strategic alternatives, with the ultimate determination to enter into a combination with Anthem;

    2015¡the launch of the Company’s localization strategy, which brings together leaders from across the U.S.-businesses with the objective of leveraging Cigna’s assets to win at the local level;

    ¡continued expansion of Cigna’s differentiated approach to partnerships with providers, including through the successful implementation and execution of two delivery system alliances and cultivation of additional opportunities for collaborative arrangements; and

    ¡continued momentum in targeted geographies in international markets, including revenue growth in China and customer growth in Turkey and Thailand;

    strong enterprise performance, including:

    ¡consolidated adjusted income from operations of $2.3 billion, compared with $2.1 billion in 2014;

    ¡consolidated revenue of $37.9 billion, representing 8% growth over 2014;

    ¡one-year TSR of 42.2%; and

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    COMPENSATION MATTERS

    Table

    ¡medical customer base growth of 4% over year-end 2014 for a total of approximately 15 million customers;

    the successful negotiation of Contentsand entry into the definitive merger agreement with Anthem in July 2015, which will bring together complementary strengths of the two companies and further accelerate Cigna’s strategy to improve quality, choice and affordability in the marketplace;


    COMPENSATION MATTERS  (CONTINUED)


    strong organic membership growth of 1.4% for Global Health Care over year-end 2013;

    continued year over year improvements in customer, client and partner satisfaction scores;

    strong strategy execution, evidencedthe audit by the organic growth across allCenters for Medicare and Medicaid Services in 2015 which resulted in sanctions being imposed in January 2016; and

    effective representation of Cigna and the industry in a number of forums globally, including engagement in the legislative, administrative and policy arenas to ensure focus on the needs of the Company's operating segments, including revenue growth in ChinaCompany’s customers and Turkey as well as the introduction of Cigna's products and solutions in India;

    launch of a new brand strategy based on consumer insights to strengthen optimization and attribution across all businesses;

    continued advancement of the Company's industry-leading collaborative relationships with physicians; and

    continued advocacy on the federal and state levels on issues critical to Cigna's success, including the successful removal of anticompetitive measures, such as industry fees, for the expatriate business.
    clients.

    Based on these factors, including the Board'sBoard’s overall evaluation of Mr. Cordani'sCordani’s performance, the Board awarded Mr. Cordani a MIP payout for 20142015 of $1,900,000,$2,860,000, or approximately 105.5%130% of his 20142015 MIP target.

    Other NEOs

    For all other NEOs, Mr. Cordani makes recommendations to the Committee regarding MIP awards based on his evaluation of each NEO'sNEO’s performance and contributions to enterprise goals. The Committee considers Mr. Cordani'sCordani’s recommendations when determining MIP awards. While not exhaustive, below are certain key factors the Committee considered when making award determinations.

    Mr. McCarthy.Under Mr. McCarthy'sMcCarthy’s leadership in corporate financing activities during 2014,as Chief Financial Officer, the Company continued to deliverenterprise delivered strong financial results through disciplined expense and risk management. Mr. McCarthyresults. He continues to lead productive engagement between business teams and their financial counterparts, resulting in a thoroughincluding the development of reporting and thoughtful financial planning and reporting process.management processes to support Cigna’s localization strategy. Mr. McCarthy iswas critical in leadingexecuting the Company'sCompany’s capital generationmanagement objectives for financial leverage and capital deployment efforts. In 2014, hisand the Company’s investment strategy to deliver investment income. His efforts led to securing rating upgrades,Cigna’s most favorable credit agency ratings in over a decade, further strengthening Cigna'sCigna’s financial flexibility. In addition to his other contributions, Mr. McCarthy also continuedplayed a key role in Cigna’s evaluation of potential strategic alternatives and the due diligence and negotiation of the merger agreement with Anthem, as well as the integration planning and regulatory work related to de-risk Cigna's pension plan and enhance the Company's global capital management strategy.potential combination. As a result of Mr. McCarthy's contributionMcCarthy’s contributions in 2014,2015, Mr. Cordani recommended, and the Committee approved, a 20142015 MIP payment of $630,000,$1,000,000, or 105%125% of his target.

    Mr. Fritch.    Throughout 2014, Mr. Fritch providedcontinued to provide leadership and oversawto the continued integrationCigna-HealthSpring organization throughout 2015. The Cigna-HealthSpring business team partnered with Global Health Care on the successful implementation of the HealthSpring organization into Cigna. InCompany’s localization strategy. Net promoter score showed improvement versus 2014 and disenrollment was at its lowest rate in several years. While core seniors businesses met or exceeded certain financial targets, Cigna-HealthSpring continued to be impacted by sequestrationdid not meet its overall earnings targets and rate pressure. Despite these challenges, Mr. Fritch was integral in the efforts to replicate HealthSpring's value-based model, including the development of collaborative relationships with physicians and medical service organizations, into Cigna's U.S. Commercial and International businesses. In addition, Cigna-HealthSpring's Medicare Advantage business continued to meet or exceed member needs. The quality of care delivered through our engaged physician groups is reflected in our stars ratings where we increased our membership in four-star or higher plans in 2014. Overall, however, results for the SeniorsCigna-HealthSpring business were slightly below 2014 expectations. In addition, the audit by the Centers for Medicare and Medicaid Services in 2015 resulted in sanctions being imposed in January 2016. As a result of Mr. Fritch'sFritch’s contributions in 2014,2015, Mr. Cordani recommended, and the Committee approved, a 20142015 MIP payment of $900,000,$700,000, or 90%70% of his target.

    Ms. Jones.As Cigna’s Executive Vice President and General Counsel, Ms. Jones continued to lead the legal, compliance and government affairs functions in 2015, further strengthening these areas and the partnership with the Company’s business leaders. Under Ms. Jones’ guidance, Cigna Legal successfully developed solutions aligned to the strategic goals and objectives of the Company. Ms. Jones demonstrated her leadership in strategic negotiations with third-party vendors and in the management of various litigation matters. In addition to her other contributions, Ms. Jones played a key role in Cigna’s evaluation of potential strategic alternatives and the due diligence and negotiation of the merger agreement with Anthem. In addition, she has been key to the integration planning and regulatory work related to the potential combination. As a result of Ms. Jones’ contributions in 2015, Mr. Cordani recommended, and the Committee approved, a 2015 MIP payment of $756,000, or 135% of her target.

    Mr. Manders.    In June 2014,Despite the breadth, scope and complexity of 2015, including the launch of Cigna’s localization strategy, intense marketplace competition and industry consolidation activity, under Mr. Manders assumed the role of President,Manders’ stewardship, U.S. Commercial Markets and Global Heath Care Operations continued to produce attractive business results and make meaningful progress on strategic initiatives. U.S. Commercial Health Care, Operations. In connection withby far Cigna’s largest operating segment, exceeded its earnings and revenue targets for 2015. This business also continued its industry leading medical cost trend, as evidenced by its claim accuracy and overall cost containment. Mr. Manders championed Cigna’s localization efforts within the United States in 2015, developing the infrastructure and operational models to support Cigna’s achievement of this promotion, he assumed responsibility for all U.S.-based commercial business with employers and individuals,strategic objective. As a result of Mr. Manders’ contributions in 2015, Mr. Cordani recommended, and the operations teams that deliver health care services in markets around the world. Mr. Manders continued to effectively lead the development and implementationCommittee approved, a 2015 MIP payment of key market strategies related to the Company's transition from a volume-based to a value-based healthcare$1,080,000, or 120% of his target.

    40

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    COMPENSATION MATTERS  (CONTINUED)


    model as well as streamlining Cigna's global operating model. Under Mr. Manders' stewardship, our commercial medical trend result continued our multi-year track record of industry leading performance while continuing to deliver differentiated clinical quality. The U.S. Commercial business had significant earnings growth and the Group business also showed meaningful growth in 2014, despite a historically low interest rate environment. As a result of Mr. Manders' contributions in 2014, Mr. Cordani recommended, and the Committee approved, a 2014 MIP payment of $787,500, or 105% of his target.

    Mr. Sadler.    In June 2104, Mr. Sadler assumed the role of President, International Markets. In connection with his promotion, Mr. Sadler assumed responsibility for all Cigna business originating outside of the U.S. for individuals and employers. Under Mr. Sadler's leadership, Cigna's International business lines continued to demonstrate strong growth despite significant uncertainty and immense disruption in a number of key markets. This growth included the successful launch of Cigna's joint venture in India as well as new insights-driven products in Korea, Turkey and China. Mr. Sadler also focused on the development and attraction of key talent in 2014, placing new leaders within several key markets throughout the year. As a result of Mr. Sadler's contributions in 2014, Mr. Cordani recommended, and the Committee approved, a 2014 MIP payment of $546,116, or 115% of his target.

    58    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
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    COMPENSATION MATTERS  (CONTINUED)


    Long-Term IncentivesCOMPENSATION MATTERS

    Long-Term Incentives

    Long-term incentives are

    designed to incent and
    reward superior results
    through long-term financial

    achievement and strategic
    accomplishments that
    benefit Cigna and its
    shareholders over

    the long-term.

    Long-term incentives, which represent 75% of CEO target pay and an average of 56% for all other NEOs, are the most heavily weighted element of compensation, and are designed to incent and reward superior results through long-term financial discipline and strategic accomplishments. SPS performance goals measure the Company's relative and absolute performance over the long-term and awards are not paid unless threshold performance goals are satisfied.

    LTI SnapshotOverview

    Long-term incentives are administered under the Cigna Long-Term Incentive Plan.

    Annual awardsPlan and are delivered annually through a mix of strategic performance shares (SPSs) and stock options. SPS award opportunities have a three-year performance period and are denominated in shares of Cigna stock. At the end of the three-year performance period, the actual number of shares earned is based on Cigna’s performance against pre-established enterprise goals. The SPSs earned will range from 0% to 200% of the target SPS award opportunity granted, based on individual performance. Cigna’s stock options, and strategic performance shares.

    Stock Options

    o
    Thewhose actual realized value of stock optionsrealized depends upon stock price appreciation at the time that the option is exercised. The term of the option is 10 years.

    o
    Stock options are exercised, generally vest (or first become exercisable) in equal installments over three years beginning on the first anniversary of the grant.

    Strategic Performance Shares (SPSs)

    o
    SPS award opportunitiesgrant and have a three-year performance period and are denominated in shares of Cigna stock.

    o
    SPS award opportunities are based on individual performance.

    o
    At the end of the three-year performance period, the actual number of shares awarded is based on Cigna's performance against pre-established enterprise goals, including TSR performance relative to Cigna's peers. The SPSs earned will range from 0% to 200% of the target SPS award opportunity granted.

    2014 LTI awards ranged from 75% to 120% of target based on Company results and individual performance.
    ten-year term.

    20142015 Individual LTI Targets and Awards

    An executive officer'sofficer’s LTI target is expressed as a dollar value and is determined based on the market data for the officer'sofficer’s role. The Committee sets the target as an absolute dollar value, not as a percentage of salary, with the primary consideration being the comparison to the 50th percentile LTI target level of the market data. An executive can receive an award between 0% and 200% of the individual target value. In determining awards for the NEOs, the Committee (and, for Mr. Cordani, the Board, upon the recommendation of the Committee) primarily evaluates individual contributions, but also may take into consideration enterprise performance, LTIP share utilization, succession planning needs and other factors as circumstances warrant.

    In December 2013,2014, after updating the compensation peer group and adopting the general industry peer group, the Committee approved a 24% increase inincreased 2015 LTI targets for certain NEOs. The Committee increased the 2015 LTI targets for Mr. Sadler's 2014 LTI targetCordani, Mr. McCarthy and Mr. Manders by $600,000, $300,000, and $100,000, respectively. The Committee believed these changes were necessary to further align hisensure that target total direct compensation remained within a competitive range. The 2014 annualrange of the market median.

    2015 LTI awards were above target for Messrs. Cordani, McCarthy, Manders and Sadler as a resultranged from 85% to 121% of individual performance, retention or succession planning considerations and changes in roles or responsibilities. Mr. Fritch's annual award was below target due to the performance of the Cigna-HealthSpring business in 2013 below expectations.each NEO’s target. These awards were

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    delivered 50% in stock options and 50% in SPS awards with a 2014-20162015–2017 performance period. The Committee believes this mix provides an appropriate balance between emphasizing stock price appreciation and enterprise performance.

    The table below provides more detail about the 20142015 LTI target values, grant values and levelspercentages relative to LTI targets.

                 
       2014 LTI
    Target ($)

     
    LTI Maximum
    Award
    ($)


     
    Actual LTI
    Grant
    Value(1)
    ($)



     
    LTI Award
    as a
    Percent of
    Target
    (%)




     
      David M. Cordani 9,000,000 18,000,000 10,800,000 120  
    ​   Thomas A. McCarthy 2,100,000 4,200,000 2,100,000 100 
      Herbert A. Fritch 2,000,000 4,000,000 1,500,000 75  
    ​   Matthew G. Manders(2) 1,750,000 3,500,000 1,837,500 105 
      Jason D. Sadler(2) 785,000 1,570,000 942,000 120  
    (1)
    Awarded in February 2014.

    (2)
    Reflects the LTI targets in effect in February 2014.
      

     

    2015

    LTI

    TARGET

    ($)

     

      

     

    LTI

    MAXIMUM

    AWARD

    ($)

     

      

     

    ACTUAL

    LTI GRANT

    VALUE(1)

    ($)

     

      

     

    LTI AWARD

    AS A PERCENT

    OF TARGET

    (%)

     

     

     

    David M. Cordani

     

      

     

    9,600,000

     

      

     

      

     

    19,200,000

     

      

     

      

     

    11,600,000

     

      

     

      

     

    121            

     

      

     

    Thomas A. McCarthy

     

      

     

    2,400,000

     

      

     

      

     

    4,800,000

     

      

     

      

     

    2,400,000

     

      

     

      

     

    100            

     

      

     

    Herbert A. Fritch

     

      

     

    2,000,000

     

      

     

      

     

    4,000,000

     

      

     

      

     

    1,700,000

     

      

     

      

     

    85            

     

      

     

    Nicole S. Jones

     

      

     

    1,424,500

     

      

     

      

     

    2,849,000

     

      

     

      

     

    1,638,175

     

      

     

      

     

    115            

     

      

     

    Matthew G. Manders

     

      

     

    2,200,000

     

      

     

      

     

    4,400,000

     

      

     

      

     

    2,200,000

     

      

     

      

     

    100            

     

      

     

    In May 2014, the Committee approved 20% and 21% increases to LTI targets for Mr. Manders and Mr. Sadler, respectively, in connection with their increased roles and responsibilities. As further described on pages 64 and 65, in May 2014, the Committee also granted SPS awards to Messrs. Manders and Sadler and made a retention award in the form of a grant of restricted stock units to Mr. Sadler.

    (1)Awarded in February 2015. The LTI Grant Value referenced in the table differs from the sum of the Stock Award and Option Award grant date fair values referenced in the Summary Compensation Table on page 51. This is largely due to the timing and determination of the grant date fair value of SPS awards under ASC Topic 718. SPS grant date fair values reflect a probable achievement level of the TSR performance condition as of grant date. The TSR performance condition comprises fifty percent (of the weighting) of the SPS performance measures, and is determined after the Committee arrives at each NEO’s LTI grant value. Thus, an SPS award’s grant date fair value may be higher or lower than the Committee’s LTI grant value if the TSR probable achievement level is above or below target, respectively. For more information on the TSR performance condition, please see the “Stock Awards” footnote for the Summary Compensation table on page 51.

    Equity awards granted in 20142015 are disclosed in terms of their grant date fair value in columncolumns (e) and (f) of the Summary Compensation Table on page 73,51 and in the Grants of Plan-Based Awards Table on page 76, and in the Outstanding Equity Awards Table on page 78.53.

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    41


    COMPENSATION MATTERS

    Strategic Performance Shares Program

    TheOur SPS program is designed to:

    pay at the median for competitive performance results against stretch targets;

    to incent and reward superior results achieved through sustained long-term financial discipline and strategic accomplishments that benefit Cigna and its shareholders over the long-term, but that may not be reflected in annual or short-term results; and

    provide competitive pay opportunities that allow the Company to attract, motivate and retain employees who will drive competitively superior performance.
    results.

    SPSs have a three-year performance period. The number of SPSs earned and paid, if any, in the year following the end of the performance period is based on Cigna's performance over the three-year period measured against pre-established measures and goals.

    Grants

    At the time of award, the Committee approvesgrant, a total LTI dollar award and value is approved for each executive officer, other than the award value for Mr. Cordani which is approved by the Board upon the recommendation of the Committee.officer. The SPS portion of

    the award (50% of the total LTI award valuevalue) is converted into a specific number of SPSs on the grant date based on Cigna's

    Cigna’s stock price on that date. The actual number of shares paid can range from 0% to 200%

    LOGO

    Vesting

    SPSs vest in the first quarter of the numberyear following the end of SPSs awarded. SPS awards, if earned, are ultimately settled in shares of Cigna common stock. Because the payment will be made in Cigna stock, the actual value of the earned awards is based on Cigna's stock price at the time of payment.

    Each of the two financial measures, adjusted income from operations and revenue, has an assigned threshold goal equivalent to a 35% of target payout. Threshold represents the lowest possible level of share payout for

    60    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
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    COMPENSATION MATTERS  (CONTINUED)


    each measure. Financial results that are achieved below the threshold target will result in a 0% payout for that applicable measure.

    2011 – 2013 SPS Program

    The shares earned under the 2011 – 2013 SPS Program were measured using performance through December 31, 2013 and were paid to each executive officer in March 2014. The total share value realized by each NEO on the payment date is reflected in the Option Exercises and Stock Vested table on page 80.

    2012 – 2014 SPS Program

    SPSs for the 2012 – 2014 performance period were granted in February 2012. The performance goals for the 2012 – 2014 SPSs are presented in the table below, along with actual results for the three-year performance period.

    LOGO

    Measure
    Weighting
    Target
    Performance Goals
    (dollars in millions)



    Actual Result
    (dollars in
    millions)






    Total shareholder return (stock
    price appreciation assuming
    reinvestment

    Payout Determination

    The Committee determines payouts based on Company performance of dividends) (TSR)





    50%


    50th Percentile


    90th Percentile
    (200% of target)



    pre-established measures during the

    performance period.

    Measure: Relative TSR, compounded over the

    three-year performance period

    Weighting: 50%

    Rationale: Rewards NEOs for stock performance

    relative to Cigna'sCigna’s applicable peer group at the time

    of the award

    Comparator: Beginning with the 2015–2017 SPS program, the Committee adopted the SPS performance peer group to measure relative TSR. For the 2013–2015 and 2014–2016 SPS programs, relative TSR is measured against Cigna’s peer group at the time of the award and compounded over the three-year period from 2012 through 2014.




    Adjusted income from operations*


    25%


    Cumulative adjusted income
    from operations of $5,429 to $5,954



    $6,179
    (136% of target)



     

    Includes adjustedMeasure: Adjusted income from operations in 2012, 2013 and 2014 for Cigna's

    Weighting: 50%

    Rationale: Reinforces the importance of profitable growth across the enterprise

    Segments Included: Global Health Care, Global Supplemental Benefits and Group Disability and Life segments. Target goal was calculated assuming a compound annual growth rate

    Threshold Performance: Performance that would result in funding of 15%-20%.




    Revenue


    25%


    Cumulative revenue of
    $89,772 to $98,042



    $95,037
    (105%less than 35% of target)



    Includes revenue in 2012, 2013 and 2014target yields no payment for Cigna's Global Health Care, Global Supplemental Benefits and Group Disability and Life segments. Target goal was calculated assuming a compound annual growth rate of 18%-23%.this measure

    ​  

    LOGO

    *
    Adjusted income from operations

    Final Payout is not a financial measure calculated in accordance with U.S. generally accepted accounting principles (GAAP). For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to the most directly comparable GAAP financial measure, which is segment earnings for each0 – 200% of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustmentsSPSs Granted

    SPS awards are made for acquisitions, dispositions andultimately settled in Cigna stock, so the implementationactual value of accounting changes to ensure comparability of actual results and targets.

    Cigna's TSR for 2014 was 17.7%. Over the three-year period from 2012 to 2014, three-year annual compounded TSR was 34.9%, which rankedearned awards is based on

    Cigna’s stock price at the 90th percentile relativetime of payment.

    The SPS programs are designed to pay at the peer group companies and was 200% of target.

    Based on themedian for competitive performance results in the table above, on February 24, 2015,against stretch targets. Each year, when the Committee approved payout of the 2012-2014 SPSs at 160% of target. The calculations utilized to determine the payout were reviewed for accuracy by PricewaterhouseCoopers LLP. See the Outstanding Equity Awards table on page 78 for actual share amounts issued to each NEO and associated market values.

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    COMPENSATION MATTERS  (CONTINUED)


    Ongoing SPS Programs




    Performance
    Period




    Award
    Date




    Payment
    Date
    (if earned)





    Performance Measures
    (Weightings in %)




    2013 – 2015February
    2013
    2016Relative TSR
    (50%)

    Adjusted
    Income from
    Operations
    (25%)
    Revenue
    (25%)
    ​ 
    2014 – 2016February
    2014
    2017Relative TSR
    (50%)

    Adjusted
    Income from
    Operations
    (25%)
    Revenue
    (25%)
    ​ 
    2015 – 2017February
    2015
    2018Relative TSR
    (50%)

    Adjusted Income from
    Operations
    (50%)


    For the 2015 – 2017 SPS performance period, performance measures were adjusted to focus on earnings-based and shareholder return-based metrics and exclude revenue, which is consistent with current market practices and trends. The Committee believes that these two measures are more effective to evaluate the Company's long-term success. In addition, the removal of revenue as a performance measure in the SPS program helps to mitigate the use of duplicate measures within Cigna's short-term and long-term incentive plans.

    When the Committee approvedapproves the performance measures and goals for the 2013 – 2015, 2014 – 2016 and 2015 – 2017SPS performance periods,period, the Committee anticipatedsets the goals with the expectation that performance resulting in a number of shares paid between 80% and 120% of target would be challenging and not certain, while performance resulting in a number of shares paid over 120% of target would be difficult, but not unattainable.

    SPS awards with a performance period that began prior to 2015 included revenue as a performance measure. For those programs, TSR was weighted 50% and adjusted

    income from operations and revenue were each weighted 25%. In 2014, for SPS programs with performance periods beginning in 2015, the Committee adjusted the performance measures to focus on earnings-based and shareholder return-based metrics and exclude revenue, which is consistent with current market practices and trends. The Committee believes that these two measures are more effective to evaluate the Company’s long-term success and value to shareholders. In addition, the removal of revenue as a performance measure in the SPS program helps to mitigate the use of duplicate measures within Cigna’s short-term and long-term incentive plans.

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    Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


    COMPENSATION MATTERS

    The following table shows the performance period for our SPS programs outstanding as of the end of 2015, the potential payment date and the performance measures.

     PERFORMANCE 

    PERIOD

    GRANT DATE

    PAYMENT
    DATE
     (IF EARNED) 

    PERFORMANCE MEASURES

    (WEIGHTINGS IN %)

    2013–2015March 20132016

    Relative TSR(1)

    (50%)

    Adjusted

    income from

    operations

    (25%)

    Revenue

    (25%)

    2014–2016February 20142017

    Relative TSR(1)

    (50%)

    Adjusted

    income from

    operations

    (25%)

    Revenue

    (25%)

    2015–2017February 20152018

    Relative TSR(2)

    (50%)

    Adjusted income from operations

    (50%)

    (1)The peer group used to measure relative TSR is the compensation peer group in place at the time of award and includes: ACE Limited, Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Health Net Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc. and Unum Group. Coventry Health Care, Inc. was removed from the peer group for the 2013-2015 performance period after it was acquired by Aetna, Inc. in 2013.

    (2)The SPS performance peer group, which includes Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Health Net, Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc., UnitedHealth Group Incorporated and Unum Group, is used to measure relative TSR.

    2013–2015 SPS Program

    The performance goals for the 2013–2015 SPSs are presented in the table below, along with actual results for the three-year performance period.

    MEASURE

    WEIGHTING

    TARGET PERFORMANCE GOALS

    (DOLLARS IN MILLIONS)

    ACTUAL RESULT

    (DOLLARS IN MILLIONS)

    Relative TSR

    50%

    50th Percentile

    90th Percentile

    (200% of target)

    Adjusted income

    from operations*

    25%

    Cumulative adjusted income from operations of $6,104 to $6,714, calculated assuming a compound annual growth rate of 5%–10%.

    $6,612

    (113.3% of target)

    Revenue

    25%

    Cumulative revenue of $96,452 to $106,030, calculated assuming a compound annual growth rate of 6%–11%.

    $103,296

    (108.6% of target)

    *Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it best reflects the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. Effective January 1, 2015, adjusted income from operations is defined as shareholders’ net income (loss) excluding the following after-tax adjustments: net realized investment results, net amortization of other acquired intangible assets and special items. Prior to 2015, and at the time that the Committee approved the 2013–2015 SPS program, Cigna did not exclude net amortization of other acquired intangible assets in the calculation of adjusted income from operations. For this reason, net amortization of other acquired intangible assets is not excluded from the calculation of adjusted income from operations for the 2013–2015 SPS program. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders’ net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets.

    Over the three-year period from 2013 to 2015, three-year annual compounded TSR was 40%, which ranked at the 90th percentile relative to the applicable peer group companies and was 200% of target.

    Based on the results in the table above, on February 23, 2016, the Committee approved payout of the 2013–2015 SPSs at 155.5% of target. The calculations utilized to determine the payout were reviewed for accuracy by PricewaterhouseCoopers LLP. See the Outstanding Equity Awards table on page 55 for actual share amounts issued to each NEO and associated market values.

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    COMPENSATION MATTERS

    2012–2014 SPS Program

    The shares earned under the 2012–2014 SPS Program were measured using performance through December 31, 2014 and were delivered to each executive officer in March 2015. The total share value realized by each NEO on the payment date is reflected in the Option Exercises and Stock Vested table on page 57. The performance measures, targets, results and payout for the 2012–2014 SPS program is discussed in greater detail in our definitive proxy statement for our 2014 annual meeting, filed with the SEC on March 13, 2015.

    Other Equity Awards

    From time to time, the Committee makes special equity grants to executive officers in the form of restricted stock or restricted stock units (RSUs) to encourage retention of the talent necessary to manage successfully the Company'sCompany’s businesses or to recognize superior performance. As further described on page 64 under Compensation Actions RelatedThe Committee did not award any special equity grants to Promotions,executive officers in May 2014, the Committee granted RSUs to Mr. Sadler as a retention award. Non-U.S. employees are eligible to receive RSUs in lieu of restricted stock.2015.

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    Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


    Retirement and Deferred CompensationCOMPENSATION MATTERS

    Retirement and Deferred Compensation

    401(k) Retirement Plan and

    Supplemental 401(k) Plan

    All U.S. full-time employees are eligible for the tax qualified 401(k) Plan, which provides for employee contributions as well as Company matching contributions of up to 4.5% of eligible pay. Certain employees, including the U.S.-based NEOs, are eligible for the Cigna Supplemental 401(k) Plan.

    The Supplemental 401(k) Plan is a non-qualified deferred compensation plan that provides an annual credit to employees equal to 1.5% of earnings that cannot be treated as eligible earnings under the regular 401(k) Plan due to Internal Revenue Code limits and cannot be the basis for employee or Company matching contributions under the regular 401(k) plan. Earnings eligible for the credit are salary and bonus amounts that exceed the

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    IRS annual limit on eligible earnings ($260,000265,000 in 2014)2015) or that an employee defers under the Cigna Deferred Compensation Plan. Credits accumulate with hypothetical interest equal to the rate of return under the 401(k) Plan'sPlan’s Fixed Income Fund (3.7%(3.65% as of January 1, 20142015 and 3.65%3.35% as of January 1, 2015)2016). The account will vest under the same rules that apply to the regular 401(k) Plan. The account balance will be paid after termination of employment in accordance with the plan.

    Nonqualified Deferred Compensation Plan

    Cigna provides the U.S.-based NEOs and certain other employees with the opportunity to defer base salary and annual incentive awards under the Cigna Deferred Compensation Plan. Cigna does not make any contributions to this plan on behalf of employees. This plan provides eligible employees an opportunity to postpone both the receipt of compensation and the income tax on that compensation — typically until after termination of employment with Cigna. Participants elect when to receive payment and can choose either a single lump sum or annual installments. For amounts deferred before 2005, participants can request an accelerated payment of all or part of their account balance subject to a 10% penalty. Otherwise, early withdrawals are permitted only under financial hardship circumstances.

    Additional information about deferred compensation can be found in the Nonqualified Deferred Compensation Table and narrative on page 84.60.

    Defined Benefit Pension Plans

    The Cigna Pension Plan and the Cigna Supplemental Pension Plan were frozen on July 1, 2009. Benefits earned

    under these plans have been determined based on eligible earnings through July 1, 2009. The freeze did not affect benefits earned before July 1, 2009. The Company'sCompany’s NEOs hired before July 1, 2009 participated in the Pension Plan and the Supplemental Pension Plan.

    Additional information about pension benefits can be found in the Pension Benefits Table on page 81.58.

    Retirement Plans for Non-U.S.-based EmployeesLimited Perquisites and Other Benefits

    Mr. Sadler participates in the Mandatory Provident Fund program for Hong Kong employees. Local law requires employees to contribute 5% of their monthly salary up to a maximum amount ($1,250 HKD through June 2014 and $1,500 HKD thereafter). Employers also are required to contribute 5% of the employee's monthly salary up to the same maximum amount. Employer contributions vest at a rate of 10% per year and are fully vested after 10 years of service. Participants may withdraw their lump sum benefit upon attaining the normal retirement age of 60 years old.

    As a citizen of the United Kingdom working in Hong Kong, Mr. Sadler also participates in Cigna's Third Country National Pension Plan. At the end of each calendar quarter, Cigna allocates a hypothetical contribution to a participant equivalent to 9% of eligible base and bonus earnings for the period. The hypothetical balance earns interest based on the employee's investment elections. Employees are vested in plan benefits after five years of service. At the time of separation of service from Cigna, an employee will receive a lump sum payment of their vested plan benefit.

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    Limited Perquisites and Other Benefits

    Cigna provides limited perquisites for executive officers.

    Cigna'sCigna’s executive compensation program provides limited perquisites to executive officers, offered primarily to attract and retain key talent or provide for an executive officer'sofficer’s safety and security. Perquisites generally have included an annual allowance under our executive financial services program (as described below), payments for residential security alarmsystem monitoring and maintenance and relocation benefits when a move is required. Executive officers working outside of the United States also may be provided with benefits that are customary in the country in which they are based. These benefits may include a housing allowance, a company car and club memberships. In addition, Mr. Cordani is encouraged to use the corporate aircraft for business and personal travel. This serves to increase his time available for business purposes and as a means to better ensure his safety and security. Mr. Cordani is fully responsible for personal income tax liability associated with his personal use of the corporate aircraft.

    Cigna'sCigna’s executive financial services program offers executive officers an annual allowance of up to $6,500 for the costs of financial or estate planning (including associated legal services) and tax return preparation, with the exception of Mr. Cordani who is reimbursed for all financial and estate planningsuch expenses including tax preparation incurred for any year. In 2015, Cigna also reimbursed Mr. Cordani for legal expenses associated with his offer letter with Anthem.

    The perquisites provided to the NEOs in 20142015 and the associated values and valuation methods are described in the notes to the Summary Compensation Table on page 73.51.

    The NEOs also are eligible to receive all of the benefits offered to Cigna employees generally, including medical benefits and other health and welfare benefits andas well as voluntary benefits.

    2016 Compensation Actions

    The merger agreement with Anthem requires us to conduct our business in the ordinary course and limits the Committee’s ability to make material changes to executive officer compensation or compensation plans, except for the change described below. These covenants are described in greater detail in our Joint Proxy Statement,

    LOGO

    Compensation Actions Related to Promotions

    Effective May 2014, the Company realigned its leadership team in connection with the enhancement of its operating model. Messrs. Manders' and Sadler's job scope expanded significantly as a result of these actions. Mr. Manders was appointed President, U.S. Commercial Markets and Global Health Care Operations. He assumed responsibility for all U.S.-based commercial business with individuals and employers and the operations teams that deliver health care services in markets around the world. Mr. Sadler was appointed President, International Markets, with responsibility for all Cigna business originating outside of the United States for individuals and employers. The Committee approved the adjustments to each officer's compensation and the related actions described below based on an evaluation of market data consistent with each officer's new role and in recognition of their increased responsibilities.

    In connection with Mr. Manders' expanded role, in May 2014, the Committee approved a 15% increase in his annual base salary (to $675,000); a 30% increase in his 2014 MIP target (to $750,000); a 20% increase in his LTI target (to $2,100,000); and SPS awards for the 2012 – 2014, 2013 – 2015 and 2014 –Cigna 2016 performance periods with an aggregate grant date value of approximately $311,000.

    In connection with Mr. Sadler's expanded role, in May 2014, the Committee approved a 6% increase in his annual base salary (to $574,825); a 6% increase in his MIP target (to $474,856); a 21% increase in his LTI target (to $950,000); and SPS awards for the 2012 – 2014, 2013 – 2015 and 2014 – 2016 performance periods with an aggregate grant date value of approximately $131,000.

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    Mr. Sadler also was granted a retention award in the form of RSUs with a grant date value of $625,000 and 50% vesting on each of the third and fourth anniversaries of the grant date. The retention award was granted to Mr. Sadler due to his critical role in representing Cigna's capabilities in key countries and further leveraging key distribution partners and market relationships in the individual supplemental, primary and employer insurance markets in support of the Company's long-term growth strategy.

    2015 Compensation ActionsCOMPENSATION MATTERS

    filed with the SEC on October 28, 2015. In December 2014, 2015, MIP and LTI targets of certain NEOs were increased to ensure that his target total direct compensation remained within a competitive range of the market median. These adjustments were made after a review of survey data available in December 2014, which reflectedmedian, the addition of Prudential Financial, Inc.Committee increased Mr. Manders’ 2016 LTI target to the peer group for 2015 compensation and in consideration of rapidly changing market and economic conditions. Mr. Cordani's 2015 MIP and LTI targets increased to $2,200,000 and $9,600,000, respectively; Mr. McCarthy's 2015 MIP and LTI targets increased to $800,000 and $2,400,000, respectively; Mr. Manders' 2015 MIP and LTI targets increased to $900,000 and $2,200,000, respectively; and Mr. Sadler's 2015 MIP and LTI targets increased to $500,000 and $1,000,000, respectively. There were no changes to Mr. Fritch's 2015 MIP or LTI targets.$2,600,000.

    EMPLOYMENT ARRANGEMENTS AND POST-TERMINATION PAYMENTS

    Employment Arrangements

    Employment Arrangements

    We typically do not enter into individual employment contracts with our executive officers. Consistent with our approach of rewarding performance, employment is not guaranteed, and either Cigna or the executive officer may terminate the relationship at any time. An executive officer receives an offer letter upon his or her hire or promotion that describes initial compensation terms, such as base salary, any sign-on or other cash bonus or equity awards, any relocation assistance and target opportunities for annual cash incentive or long-term equity incentive compensation.

    Herbert Fritch

    To support the business integration and leadership transition associatedIn connection with the acquisition of HealthSpring, Inc. in January 2012,, we entered into a retention agreement with Mr. Fritch (then HealthSpring's Chief Executive Officer) in October 2011, which(which was subsequently amended in December 2011 and September 2014. The retention agreement provided for the payment of a retention cash bonus, the grant of restricted stock and SPS awards and the opportunity2014), pursuant to receive a performance-based cash bonus, which were earned and/or received in 2012 and 2013 consistent with the terms of his agreement.

    Mr. Fritch's retention agreement also provides for accelerated vesting of his restricted stock awards in the event of death, disability or involuntary termination of employment without cause or resignation for good reason prior to the vesting of these awards. Pursuant to lock-up provisions in his retention agreement, as amended in September 2014, Mr. Fritchhe is not permitted to sell 81,001 shares of Cigna stock and shares underlying 273,787 options, which had an aggregate value of approximately $31.6$47 million as of December 31, 2014.

    Jason Sadler

    As an employee based2015. In addition, the retention agreement provides for accelerated vesting of his restricted stock awards in Hong Kong, Mr. Sadler is entitled to certain protectionscircumstances, as more fully described in the eventPotential Payments Upon Termination or Change of his termination that are customary for local employees. Unless he is terminated for cause, in orderControl table and related narrative on pages 61 to terminate his employment, either Cigna or Mr. Sadler must provide not less than three months' prior written notice of the termination, or payment in lieu thereof. Mr. Sadler's offer letter also provides for certain perquisites that are

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    COMPENSATION MATTERS  (CONTINUED)


    customary for executives working in Hong Kong, including a company car and driver, housing allowance and payment of home leave travel expenses.

    Severance Arrangements

    Other than following a change of control of Cigna, the Committee generally has discretion to determine, on a case-by-case basis, whether to make any post-termination payments to an executive officer. In the past, the Committee has approved varying amounts of severance pay for departing executive officers in exchange for certain obligations, including, for example, a general release of all claims or an extended non-competition and non-solicitation period. In approving a severance arrangement, the Committee exercises its business judgment based on individual circumstances, including, but not limited to, the executive officer'sofficer’s term of employment, past accomplishments, reasons for termination, opportunities for future employment and total unvested annual or long-term incentive compensation.

    Other Post-Termination Arrangements

    Other Post-Termination Arrangements

    Under the Cigna Long-Term Incentive Plan, if, absent a change of control, an executive officer'sofficer’s employment terminates prior to the vesting of a stock option, restricted

    stock, RSU or SPS award, the award is generally forfeited, subject to specific exceptions for disability, death or retirement (as defined in the plan). Upon an executive officer'sofficer’s disability, death or retirement, stock options, restricted stock, RSUs and SPS awards may vest, depending on the nature of the award, the termination event, and the terms of the grant agreements. For a full explanation of how equity awards are treated in the event of an executive officer'sofficer’s disability, death or retirement, please see Potential Payments Upon Termination or Change of Control beginning on page 85.61.

    Change of Control Arrangements

    ChangeCigna does not provide executive officers with anysingle-trigger payments, golden parachute excise tax gross-ups or excise tax reimbursements upon a change of Control Arrangementscontrol.

    Cigna does not provide executive officers with any single-trigger payments, golden parachute excise tax gross-ups or excise tax reimbursements upon a change of control.

    The Cigna Executive Severance Benefits Plan applies to executive officers in the event of a qualified separation of service of the executive officer. A mere change of control itself (i.e., a "single trigger"“single trigger”) does not trigger benefits. The intent of the plan is to encourage executives to continue to act in shareholders'shareholders’ best interests in evaluating potential transactions and ensure management talent will be available to assist with the transaction and business integration.

    Under the Cigna Executive Severance Benefits Plan and Cigna Long-Term Incentive Plan, an executive officer will be eligible for benefits if his or her employment is terminated upon or during the two-year period following a change of control (i.e., a "double trigger"“double trigger”) if such termination is:

    initiated by Cignathe company other than "for cause"“for cause” (i.e., a termination on account of the executive'sexecutive’s felony conviction for fraud or dishonesty directed against Cigna)the company); or

    initiated by the executive officer after determining, in his or her reasonable judgment, that there has been a material reduction in authority, duties or responsibilities, any reduction in compensation, or any changes in the executive'sexecutive’s principal office location of more than 35 miles from the location on the date of a change of control. Under the Executive Severance Benefits Plan, the executive must deliver notice to Cignathe company within 30 days after such reduction or change and at least 30 days before separation, after which Cignathe company has 30 days to remedy the circumstances before a separation upon a change of control is deemed to have occurred.

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    Benefits in a double-trigger situation include the following:

    A lump sum cash severance payment equal to 156 weeks (approximately three years) of base salary plus three (3) times thehigher of (i) the most recent annual incentive paid or (ii) the target annual incentive. The intent of the formula for the annual incentive amount is to reward the executive officer for his or her expected performance prior to the change of control.

    Full vesting of all unvested stock options, restricted stock and RSUs. As a result, if an executive is involuntarily terminated without cause or resigns for good reason after a change of control, the executive is able to realize the shareholder value to which he or she contributed while employed at Cigna.

    the company.

    Full vesting of all unvested SPS awards with the calculation of such vesting made at the highest of: (1) the target vesting percentage; (2) the vesting percentage for the most recent payout;payout of SPS awards (i.e., the prior cycle); or (3) the average of the vesting percentage established by the Committee for the most recent two SPS payouts. The intent of this formula is to provide executive officers with a reasonable estimate of the potential payouts and to avoid placing executive officers at a disadvantage as a result of a change of control.

    At Cigna'sthe company’s expense, twelve months of basic life insurance plan coverage and six months of reasonable outplacement services following a change of control.

    If any portion of the change of control benefits paid to an executive officer would be subject to an excise tax, then either (1) the executive will receive the full amount of the benefits and will pay any resulting excise tax or (2) the change of control benefits will be reduced enough to avoid the excise tax entirely, whichever alternative provides the executive with the greater amount of after-tax benefits. Upon closing, the proposed merger with Anthem would constitute a change of control under the Cigna Executive Severance Benefits Plan and Cigna Long-Term Incentive Plan.

    For more information concerning the financial amount of these benefits, see Potential Payments upon Termination or Change of Control beginning on page 85.61.

    PROCESSES AND PROCEDURES FOR DETERMINING EXECUTIVE COMPENSATION

    The Role of the People Resources Committee

    The Role of the People Resources Committee in Executive Compensation

    The Committee is composed entirely of independent directors. Pursuant to its charter, the Committee is charged with oversight of the Company'sCompany’s compensation and benefit plans and policies that apply to executive officers. The Committee regularly reviews Cigna'sCigna’s compensation programs against the Company'sCompany’s strategic goals, industry practices, and emerging trends to ensure a strong linkage between executive pay and performance and alignment with shareholder interests. At each of its regularly scheduled meetings, the Committee conducts executive sessions, without Cigna management present. In addition, the Committee has engaged Pay Governance as its independent compensation consultant to assist the Committee in its responsibilities.

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    Risk Oversight

    As part of its responsibilities, the Committee considers whether Cigna'sCigna’s compensation programs and policies encourage unnecessary or excessive risk-taking behavior by executives or create risks that are reasonably likely to have a material adverse effect on the Company. For example, at the request of the Committee, on an annual basis, the Chief Risk Officer conducts a comprehensive review of executive and employee compensation programs to determine whether incentive compensation plans are likely to promote risk-taking behavior that could have a material adverse effect on the Company. The findings of this review are presented to, and discussed by, the Committee in February of each year. The review analyzes:

    compensation governance processes, including general design philosophy and risk considerations in structuring plans;

    situations where compensation programs may have the relationship betweenpotential to raise material risks to the incentives created by those plans and Cigna's risk profile;

    Company;

    internal controls that mitigate the risk of incentive compensation having an unintended negative financial impact; and

    plan design features including clawback arrangements, holding periods, earnings thresholds, payment structures and plan caps.

    After conducting the review and assessing potential risks, the Committee determined that each incentive program does not create risks that are reasonably likely to have a material adverse effect on the Company.

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    Process for Executive Compensation DecisionsCOMPENSATION MATTERS

    Process for Executive Compensation Decisions

    Chief Executive Officer Compensation

    The Committee, together with the independent Chairman of the Board, annually evaluates Mr. Cordani'sCordani’s performance and Cigna'sCigna’s established enterprise goals. The Committee then makes recommendations to the independent members of the Board of Directors about his performance and compensation. The Board considers the Committee'sCommittee’s recommendations as part of its review and approval of Mr. Cordani'sCordani’s compensation. The Chairman of the Board reviews the results of the evaluation with Mr. Cordani.

    Mr. Cordani is not present when the Committee and the Board are making decisions about his compensation. At the request of the Committee, the Executive Vice President, Human Resources and Services and the independent compensation consultant attend this Committee session.

    Other NEO Compensation

    Generally, the Executive Vice President, Human Resources and Services presents recommendations for all other NEOs'NEOs’ compensation targets for the Committee'sCommittee’s consideration. For compensation decisions involving actual payouts for the NEOs, Mr. Cordani presents his recommendations to the Committee for its consideration. Mr. Cordani discusses Cigna'sCigna’s performance and the individual officer'sofficer’s performance. The Executive Vice President, Human Resources and Services is generally present for the discussion of compensation for all executive officers other than himself.

    Compensation Consultant Role in Executive Compensation

    While the Committee or Board ultimately makes all executive compensation decisions, the Committee engages the services of outside advisors for assistance. The Committee utilized Pay Governance as the Committee'sCommittee’s independent compensation consultant throughout 20142015 to provide independent, objective analysis, advice and information and to generally assist the Committee in the performance of its duties. The Committee will typically

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    request information and recommendations directly from the compensation consultant as it deems appropriate to structure and evaluate Cigna'sCigna’s compensation programs, practices and plans. As part of its engagement, at the direction of the Committee, the compensation consultant will work with the Committee chair, the Executive Vice President, Human Resources and Services and Cigna'sCigna’s compensation department in their work on the Committee'sCommittee’s behalf.

    Since December 2013,2014, Pay Governance has provided the following services to the Committee:

    analyzed pay practices as compared to Cigna'sCigna’s compensation peer group to assess whether three- and five-year realizable pay were aligned with Cigna'sCigna’s performance and compensation philosophy;

    reviewed incentive measures in the 20142015 MIP and 2015-2017 SPS programsprogram to provide the Committee with objective reference points to consider when determining target goals;

    evaluated the effect of Cigna'sCigna’s equity programs on annual share use, burn rate (the number of shares awarded per year divided by the shares outstanding at the end of the year) and total overhang (the number of stock options and restricted stock outstanding, plus the number of shares available for grants under the Long-Term Incentive Plan, divided by the total number of shares of common stock outstanding), and advised the Committee in its determination of the maximum share limit for use in 2015;

    reviewed the Company's executive compensation peer group for 2015 and recommended modifications for consideration;

    provided market research on peer incentive plans to assist in the design of short-term and long-term incentive compensation plans for 2015;

    2016;

    presented a comparison of competitive market data to the current compensation of each executive officer to assist in setting compensation targets for 2015;2016; and

    reviewed this Compensation Discussion and Analysis.

    At the request of the Committee, a representative of Pay Governance regularly attended all of the Committee'sCommittee’s meetings in 2014.2015. The Committee regularly reviews and evaluates its compensation consultant engagement, and annually reviews the compensation consultant'sconsultant’s performance.

    Independence of the Compensation Consultant

    The People Resources Committee'sCommittee’s policy requires that the compensation consultant be independent of the Company. A compensation consultant is deemed independent under the policy if the compensation consultant (1) is retained by and reports solely to the Committee for all executive compensation services; (2) does not provide any services or products to the Company or management except with approval of the Committee'sCommittee’s Chair; and (3) is otherwise free from conflicts. The Committee has assessed Pay Governance'sGovernance’s independence pursuant to Cigna'sCigna’s policy and NYSE rules and concluded that Pay Governance was free from conflicts and independent. In addition, each year the Committee receives a letter from its compensation consultant providing appropriate assurances and confirmation of independence.

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    OTHER PRACTICES

    Robust stock ownership guidelines and holding requirements for equity awards align executives' interests with shareholders. Cigna also prohibits hedging of Cigna securities by all directors and employees, including the executive officers, and restricts pledging of Cigna stock by directors and Section 16 officers.

    Stock Ownership GuidelinesCOMPENSATION MATTERS

    OTHER PRACTICES

    Executive officers are

    subject to robust stock

    ownership requirements,

    prohibited from hedging and

    restricted in their ability to

    pledge Cigna securities.

    Stock Ownership Guidelines

    We believe that the ownership of meaningful levels of Cigna stock by our executive officers is a critical factor in aligning the long-term interests of management and our shareholders. To promote this goal, we have adopted stock ownership guidelines that apply to all of our executive officers, including our NEOs. As of December 31, 2014,2015, all of our current NEOs met or exceeded stock ownership guidelines.

    Our stock ownership guidelines have the following rigorous features:

    The CEO is required to own stock valued at least six times his base salary, and other executive officers are required to own stock valued at least three times their respective base salary.

    Wholly owned shares, restricted stock, stock equivalents, SPSs granted prior to January 1, 2014, and shares owned through benefit plans (such as investments in the Cigna Stock Fundstock fund of the Cigna 401(k) Plan) are counted toward meeting the guidelines. SPSs granted on or after January 1, 2014 and stock options do not count towards meeting guidelines.

    Executive officers have five years from date of hire, promotion or any other event that changes their multiple of base salary to meet their applicable ownership guideline. Once an executive attains his or her guideline,required holding level, the executive must maintain the requirement on a continuous basis, even if the requirement is met before the end of the five-year period.

    Executive officers are required to hold all Company stock acquired until their ownership guidelines are met.

    We also have instituted other practices to encourage a long-term ownership philosophy for our executive officers, including:

    prohibiting the sale of more than 50% of the shares held above the applicable guideline in any single open period;

    once the guideline is met, an executive officer must retain, for at least one year, a minimum of 50% of the shares acquired upon exercise of any stock options and 50% of the shares acquired upon vesting of restricted stock grants;

    requiring CEO approval of all transactions in Cigna stock by executive officers; and

    requiring General Counsel approval of all transactions in Cigna stock by the CEO.
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    Hedging and Pledging Restrictions


    Hedging and Pledging Restrictions

    Our insider trading policy prohibits our directors, executive officers and all employees from engaging in hedging, speculative or other transactions that hedge or offset any decrease in the market value of Cigna stock. Prohibited transactions include, but are not limited to, trading in put or call options, short sales, zero cost collars and forward sale contracts.

    The Committee has adopted a policy that prohibits directors and Section 16 officers from pledging Cigna stock as loan collateral or holding Cigna stock in a margin account. Cigna'sCigna’s Office of the Corporate Secretary, in consultation with the Chairman of the Board and the Chief Executive Officer, may grant exceptions to this prohibition only with respect to shares held above the stock ownership guidelines. Exceptions may be granted upon a determination that the pledge is reasonable in amount and scope and structured to minimize risks associated with pledging. This determination will be based on the following considerations, among others:

    the amount of the pledge as compared to Cigna'sCigna’s total stock outstanding, market value or trading volume;

    the amount of the pledge as compared to the total value of Cigna stock held by the individual above the applicable stock ownership guideline;

    the individual'sindividual’s ability to repay loans secured by Cigna stock or substitute other assets as collateral; and

    the terms of the pledging documentation.

    To our knowledge, none of our directors, NEOs or other Section 16 officers have pledged Cigna stock, either now or at any time in the past.

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    COMPENSATION MATTERS

    DISGORGEMENT OF AWARDS (CLAWBACK) POLICY

    The Board of Directors has the authority to recoup compensation paid to executive officers in the event of a restatement of financial results, beyond the mandates of Sarbanes-Oxley. In addition, once final rules are released regarding clawback requirements under the Dodd-Frank Act, Cigna intends to review its policy and, if necessary, amend it to comply with the new mandates.

    Currently, the Board will, in all appropriate cases and to the full extent permitted by law, require reimbursement of any bonus or other cash incentive compensation awarded to an executive officer or cancel unvested restricted or deferred stock awards previously granted to the executive officer if:

    the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were later the subject of a restatement;

    the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and

    the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded.
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    In addition, Cigna'sCigna’s stock option, restricted stock, RSU and SPS awards include a clawback provision that applies to any Cigna employee, including any NEO, who:

    is terminated by Cigna due to misconduct;

    engages in behavior that would be considered grounds for termination due to misconduct;

    competes with Cigna within one year following any voluntary termination;

    solicits a Cigna employee or customer within one year following any termination;

    discloses Cigna confidential information improperly; or

    fails to assist Cigna in the handling of investigations, litigation, or agency matters with respect to which the employee has relevant information.

    If an executive engages in any of the above "violation“violation events," any option gains realized over the two years before the event and the value of any restricted stock, RSU or SPS vesting over the year before the event are required to be paid back to Cigna. These provisions are designed to discourage executives from engaging in activities that can cause Cigna competitive harm and to support retention.

    TAX AND ACCOUNTING TREATMENT

    Prior to 2013, Section 162(m) of the Internal Revenue Code imposed limits on the amount that Cigna could deduct for federal income tax purposes for employee compensation. As part of health care reform legislation enacted in 2010, Section 162(m) was revised as it pertains to compensation paid by health insurers, including Cigna. Starting in 2013, under Section 162(m)(6), any per person compensation in excess of $500,000 paid to any employee or, generally, any individual service provider, will not be deductible by Cigna. This limitation also applies to compensation earned in 2010, 2011 and 2012 to the extent such compensation is deducted after the end of 2012. The tax deduction limitation applies whether or not compensation is performance-based or is provided pursuant to a shareholder-approved plan.

    The tax deduction limitation under Section 162(m)(6) has impacted, and will continue to impact, Cigna through the loss of some tax benefits related to employee compensation in excess of the $500,000 per person deduction limit. While the Committee believes it is important to consider the impact of Section 162(m)(6), it also believes that shareholder interests are best served by not restricting the Committee'sCommittee’s discretion and flexibility in crafting the executive compensation program, even if non-deductible compensation expenses could result. Separately, the Committee also considers the accounting consequences of its compensation decisions.

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    EXECUTIVE COMPENSATION TABLES

    20142015 SUMMARY COMPENSATION TABLE

    This table includes information regarding 2015, 2014 2013 and 20122013 compensation for each of the NEOs. Other tables in this proxy statement provide more detail about specific types of compensation with respect to 2014.2015.


     

     

    Name and Principal
    Position
    (a)








    Year
    (b)








    Salary
    ($)
    (c)









    Bonus
    ($)
    (d)










    Stock
    Awards
    ($)
    (e)











    Option
    Awards
    ($)
    (f)












    Non-Equity
    Incentive Plan
    Compensation
    ($)
    (g)

















    Change in
    Pension
    Value and
    Nonqualified
    Deferred
    Compensation
    Earnings
    ($)
    (h)
















    All Other
    Compensation
    ($)
    (i)










    Total
    ($)
    (j)





      David M. Cordani  2014  1,125,185    5,670,023  5,400,023  1,900,000  125,859  240,355  14,461,445  
      President and 2013 1,034,615  6,080,687 4,096,268 2,160,000  152,509 13,524,079 
      Chief Executive Officer  2012  1,014,615    6,038,934  3,002,121  2,592,000  123,085  110,740  12,881,495  
      Thomas A. McCarthy 2014 637,037  1,102,541 1,050,006 630,000 205,455 38,063 3,663,102 
      Executive Vice President and  2013  504,500    1,838,734  224,416  690,000    23,819  3,281,469  
      Chief Financial Officer 2012 425,000  330,594 164,328 762,000 123,633 20,063 1,825,618 
    ​ ​ ​ ​ ​ ​ ​ ​ ​ 
      Herbert A. Fritch  2014  1,000,000    787,576  750,001  900,000    30,563  3,468,140  
      President, Cigna-HealthSpring 2013 1,000,000 2,000,000 1,233,790 831,144 517,500  44,298 5,626,732 
         2012  1,000,000    7,345,050    2,380,000    28,724  10,753,774  
      Matthew G. Manders(1) 2014 585,667  1,276,282 918,773 787,500 653,845 35,995 4,258,062 
      President, U.S. Commercial Mkts &  2013  583,404    1,130,968  761,870  859,625    34,873  3,370,740  
      Global Health Care Operations 2012 575,000  903,393 449,098 712,500 428,559 34,597 3,103,147 
      Jason D. Sadler(2)  2014  554,977    1,266,644  471,013  546,116    231,784  3,070,534  
      President, International Markets                             

    NAME AND PRINCIPAL

    POSITION

    (a)

     

     

    YEAR

    (b)

     

      

    SALARY

    ($)

    (c)

     

      

    BONUS

    ($)

    (d)

     

      

    STOCK

    AWARDS

    ($)

    (e)

     

      

    OPTION

    AWARDS

    ($)

    (f)

     

      

    NON-EQUITY

    INCENTIVE
    PLAN

    COMPENSATION

    ($)

    (g)

     

      

     

     

     

    CHANGE IN
    PENSION

    VALUE AND
    NONQUALIFIED
    DEFERRED
    COMPENSATION
    EARNINGS

    ($)

    (h)

     

      

    ALL OTHER
    COMPENSATION

    ($)

    (i)

     

      

    TOTAL

    ($)

    (j)

     

     

    David M. Cordani

    President and Chief

    Executive Officer

     

     

     

     

     

    2015

     

     

      

     

     

     

     

     

     

    1,189,615

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    7,105,072

     

     

      

     

     

     

     

     

     

    5,800,033

     

     

      

     

     

     

     

     

     

    2,860,000

     

     

      

     

     

     

     

     

     

     

     

     

    †       

     

     

     

     

     

     

    352,952

     

     

      

     

     

     

     

     

     

    17,307,672

     

     

      

     

     

     

     

     

     

    2014

     

     

      

     

     

     

     

     

     

    1,125,185

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    5,670,023

     

     

      

     

     

     

     

     

     

    5,400,023

     

     

      

     

     

     

     

     

     

    1,900,000

     

     

      

     

     

     

     

     

     

    125,859

     

     

      

     

     

     

     

     

     

    240,355

     

     

      

     

     

     

     

     

     

    14,461,445

     

     

      

     

     

     

     

     

     

    2013

     

     

      

     

     

     

     

     

     

    1,034,615

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    6,080,687

     

     

      

     

     

     

     

     

     

    4,096,268

     

     

      

     

     

     

     

     

     

    2,160,000

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    152,509

     

     

      

     

     

     

     

     

     

    13,524,079

     

     

      

     

                                         

    Thomas A. McCarthy

    Executive Vice President

    and Chief Financial Officer

     

     

     

     

     

    2015

     

     

      

     

     

     

     

     

     

    719,231

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,470,005

     

     

      

     

     

     

     

     

     

    1,200,013

     

     

      

     

     

     

     

     

     

    1,000,000

     

     

      

     

     

     

     

     

     

     

     

     

    † 

     

     

     

     

     

     

    29,036

     

     

      

     

     

     

     

     

     

    4,418,285

     

     

      

     

     

     

     

     

     

    2014

     

     

      

     

     

     

     

     

     

    637,037

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,102,541

     

     

      

     

     

     

     

     

     

    1,050,006

     

     

      

     

     

     

     

     

     

    630,000

     

     

      

     

     

     

     

     

     

    205,455

     

     

      

     

     

     

     

     

     

    38,063

     

     

      

     

     

     

     

     

     

    3,663,102

     

     

      

     

     

     

     

     

     

    2013

     

     

      

     

     

     

     

     

     

    504,500

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,838,734

     

     

      

     

     

     

     

     

     

    224,416

     

     

      

     

     

     

     

     

     

    690,000

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    23,819

     

     

      

     

     

     

     

     

     

    3,281,469

     

     

      

     

                                         

    Herbert A. Fritch

    President,

    Cigna-HealthSpring

     

     

     

     

     

    2015

     

     

      

     

     

     

     

     

     

    1,000,000

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,041,266

     

     

      

     

     

     

     

     

     

    850,020

     

     

      

     

     

     

     

     

     

    700,000

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    36,450

     

     

      

     

     

     

     

     

     

    3,627,736

     

     

      

     

     

     

     

     

     

    2014

     

     

      

     

     

     

     

     

     

    1,000,000

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    787,576

     

     

      

     

     

     

     

     

     

    750,001

     

     

      

     

     

     

     

     

     

    900,000

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    30,563

     

     

      

     

     

     

     

     

     

    3,468,140

     

     

      

     

     

     

     

     

     

    2013

     

     

      

     

     

     

     

     

     

    1,000,000

     

     

      

     

     

     

     

     

     

    2,000,000

     

     

      

     

     

     

     

     

     

    1,233,790

     

     

      

     

     

     

     

     

     

    831,144

     

     

      

     

     

     

     

     

     

    517,500

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    44,298

     

     

      

     

     

     

     

     

     

    5,626,732

     

     

      

     

                                         

    Nicole S. Jones

    Executive Vice President,

    General Counsel

     

     

     

     

     

    2015

     

     

      

     

     

     

     

     

     

    577,867

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,003,501

     

     

      

     

     

     

     

     

     

    819,089

     

     

      

     

     

     

     

     

     

    756,000

     

     

      

     

     

     

     

     

     

     

     

     

    † 

     

     

     

     

     

     

    31,390

     

     

      

     

     

     

     

     

     

    3,187,847

     

     

      

     

     

     

     

     

     

    2014

     

     

      

     

     

     

     

     

     

    562,682

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    897,453

     

     

      

     

     

     

     

     

     

    854,710

     

     

      

     

     

     

     

     

     

    501,113

     

     

      

     

     

     

     

     

     

    15,623

     

     

      

     

     

     

     

     

     

    32,013

     

     

      

     

     

     

     

     

     

    2,863,594

     

     

      

     

     

     

     

     

     

    2013

     

     

      

     

     

     

     

     

     

    545,065

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,004,339

     

     

      

     

     

     

     

     

     

    676,556

     

     

      

     

     

     

     

     

     

    576,279

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    31,452

     

     

      

     

     

     

     

     

     

    2,833,691

     

     

      

     

                                         

    Matthew G. Manders

    President, U.S. Markets &

    Global Healthcare Operations

     

     

     

     

     

    2015

     

     

      

     

     

     

     

     

     

    732,692

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,347,529

     

     

      

     

     

     

     

     

     

    1,100,015

     

     

      

     

     

     

     

     

     

    1,080,000

     

     

      

     

     

     

     

     

     

     

     

     

    † 

     

     

     

     

     

     

    37,253

     

     

      

     

     

     

     

     

     

    4,297,489

     

     

      

     

     

     

     

     

     

    2014

     

     

      

     

     

     

     

     

     

    585,667

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,276,282

     

     

      

     

     

     

     

     

     

    918,773

     

     

      

     

     

     

     

     

     

    787,500

     

     

      

     

     

     

     

     

     

    653,845

     

     

      

     

     

     

     

     

     

    35,995

     

     

      

     

     

     

     

     

     

    4,258,062

     

     

      

     

     

     

     

     

     

    2013

     

     

      

     

     

     

     

     

     

    583,404

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    1,130,968

     

     

      

     

     

     

     

     

     

    761,870

     

     

      

     

     

     

     

     

     

    859,625

     

     

      

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

    34,873

     

     

      

     

     

     

     

     

     

    3,370,740

     

     

      

     

                                         

    (1)

    In May 2014, Mr. Manders was promoted to President, U.S. Commercial Markets and Global Health Care Operations. During 2014, Mr. Manders took a four-week unpaid leave.

    (2)
    In May 2014, Mr. Sadler was promoted to President, International Markets. Mr. Sadler is based in Hong Kong. His base salary and annual award under the Management Incentive Plan are paid in Hong Kong dollars and, throughout these Executive Compensation Tables, have been converted to U.S. dollars using an exchange rate of $1 Hong Kong dollar = $0.12896 U.S. dollars, the average of the daily mid-points between the bid and the ask prices for each trading day in the month of December 2014.

    Bonus (Column (d))

    Amounts in this column represent non-incentive based bonus compensation.

    Stock Awards (Column (e))

    Amounts in this column represent the grant date fair value of stock awards computed in accordance with ASC Topic 718 as described in Note 20 to Cigna’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and, for SPSs, are based upon the probable outcome of the performance conditions. Includes SPS awards granted in 2014, 2013 and 2012, restricted stock units granted to Mr. Sadler in2015, 2014 and restricted stock granted to Mr. Fritch in 2012.2013. All awards were made under the Cigna Long-Term Incentive Plan. The SPSs are subject to performance conditions as described beginning on page 60. Fifty percent of the42. The grant date fair value of SPS awards granted in 2014 is based on2015 reflects the probable achievement level of the TSR performance condition as of the grant date.date for the assumed award value of SPS awards as shown in the CD&A. TSR performance comprises fifty percent (of the weighting) of the SPS performance measures. This forecasted performance condition creates an accounting grant date fair value whichthat differs from the assumed award value granted to each NEO, as reflected in the CD&A. The amount reported in column (e) is consistent with the estimate of aggregate compensation cost recognized over the

    GRAPHIC
    2015 Notice of Annual Meeting of Shareholders and Proxy Statement    73

    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    service period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures, as follows:

                  

     

     

     

     


     

     



    Value of SPSs Granted in 2014



     
    ​ ​ ​ ​ ​ 
      Name



    2014 Restricted Stock Units
    Grant Date Fair Value
    ($)






    Grant Date
    Fair Value
    ($)






    At Highest Performance
    Achievement*
    ($)



     
      David M. Cordani    5,670,023  8,370,034  
    ​   Thomas A. McCarthy  1,102,541 1,627,560 
      Herbert A. Fritch    787,576  1,162,612  
    ​   Matthew G. Manders  1,276,281 1,866,905 
      Jason D. Sadler  625,036  641,608  939,049  
    NAME    

     

    VALUE OF SPSs GRANTED IN 2015                        

     

        

     

    GRANT DATE                         

    FAIR VALUE                         

        

     

    AT HIGHEST            

    PERFORMANCE ACHIEVEMENT*            

        

    ($)                         

     

        

    ($)            

     

     

    David M. Cordani

     

         

     

     

     

     

    7,105,072                        

     

     

     

     

         

     

     

     

     

    10,005,101                        

     

     

     

     

     

    Thomas A. McCarthy

     

         

     

     

     

     

    1,470,005                        

     

     

     

     

         

     

     

     

     

    2,070,007                        

     

     

     

     

     

    Herbert A. Fritch

     

         

     

     

     

     

    1,041,266                        

     

     

     

     

         

     

     

     

     

    1,466,272                        

     

     

     

     

     

    Nicole S. Jones

     

         

     

     

     

     

    1,003,501                        

     

     

     

     

         

     

     

     

     

    1,413,093                        

     

     

     

     

     

    Matthew G. Manders

     

         

     

     

     

     

    1,347,529                        

     

     

     

     

         

     

     

     

     

    1,897,541                        

     

     

     

     

     *The value at the highest performance achievement reflects adjusted income from operations at 200% of target and projected achievement of total shareholder return relative to Cigna’s SPS performance peers based on accounting assumptions.

    LOGO

    Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

    51


    COMPENSATION MATTERS

    *
    The value at the highest performance achievement reflects projected achievement of total shareholder return relative to Cigna's peers based on accounting assumptions, and the financial measures, adjusted income from operations and revenue, at 200% of target.

    Option Awards (Column (f))

    Represents the grant date fair value of option awards made under the Cigna Long-Term Incentive Plan computed in accordance with ASC Topic 718 applying the same model and assumptions as Cigna applies for financial statement reporting purposes, as described in Note 20 to Cigna'sCigna’s consolidated financial statements in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20142015 (disregarding any estimates for forfeitures).

    Non-Equity Incentive Plan Compensation (Column (g))

    This column reflects performance-based compensation awarded under the MIP as described beginning on page 53. For 2012, amounts include a $300,000 award to Mr. McCarthy related to his transition efforts in the CFO role and a $1 million special performance award to Mr. Fritch provided under his retention agreement.36.

    Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

    This column includes the aggregate change in the actuarial present value of accumulated benefits under the pension plans, which value increases and decreases from period to period and is subject to the assumptions discussed in connection with the Pension Benefits Table on page 81.58. Information regarding accumulated benefits under the pension plans is also discussed in the narrative to the Pension Benefits Table beginning on page 81.59. The amounts in this column do not include deferred compensation because we do not provide above market earnings to our executive officers. As represented by the “†” symbol in the table, the final change in pension present value in 2015 was negative for all participating NEOs. The table below details the net change in present value of as December 31, 2015:

    NAMENET CHANGE TO PRESENT VALUE ($)

    David M. Cordani

    (12,175)

    Thomas A. McCarthy

    (4,898)

    Nicole S. Jones

    (2,694)

    Matthew G. Manders

    (5,582)

    All Other Compensation (Column (i))

    This column includes:

    Cigna's

    Cigna’s matching contributions to the NEOs'NEOs’ accounts under its 401(k) planplans in the following amounts: Mr. Cordani — $57,078;$54,294; Mr. McCarthy — $27,706;$28,188; Ms. Jones — $24,135; Mr. Fritch — $30,563;$36,450; and Mr. Manders — $29,495.

    Cigna's contributions of $101,748 to Mr. Sadler's Third Country National Pension Plan account and $2,157 to Mr. Sadler's Mandatory Provident Fund account;

    $30,753.

    Dividends paid in 20142015 on restricted stock awards of $636$207 for Mr. Sadler;
    74    2015 Notice of Annual Meeting of Shareholders and Proxy StatementMs. Jones.
    GRAPHIC

    Table of Contents


    COMPENSATION MATTERS  (CONTINUED)


    20142015 perquisites valued at incremental cost (the cost incurred by Cigna due to the NEO'sNEO’s personal use or benefit) as follows:

    o
    Fees paid for financial planning, tax preparation and legal services related to tax and estate planning in the following amounts: Mr. Cordani — $15,754; Mr. Manders — $6,500; and Mr. Sadler — $3,189;

    o
    For the corporate aircraft, $147,810 of incremental cost related to Mr. Cordani's use of the aircraft, at the Company's encouragement, for personal travel. Incremental cost is determined by dividing the annual variable costs by the total number of flight hours and multiplying the result by the number of personal flight hours during the year. Variable costs include fuel, crew travel, trip-related maintenance, landing fees and hangar costs, and other similar costs. Fixed costs that do not change based on usage are excluded from the incremental cost calculation;

    o
    Costs for security alarm maintenance, for Mr. Cordani, the installation of a security enhancement, and, for Mr. McCarthy, the installation of a new security system, in the following aggregate amounts: Mr. Cordani — $19,713; and Mr. McCarthy — $10,357; and

    o
    Mr. Sadler is provided with local benefits consistent with market practice for executives in Hong Kong, which included his annual club membership — $3,745; a housing allowance — $108,326; a company car — $5,875 and a personal driver — $6,108.

    ¡Fees paid for financial planning, tax preparation and legal services related to tax and estate planning in the following amounts: Mr. Cordani — $18,418; Ms. Jones — $6,500; and Mr. Manders — $6,500;

    ¡Fees for legal expenses associated with Mr. Cordani’s offer letter with Anthem in the amount of $98,378;

    ¡For the corporate aircraft, $170,312 of incremental cost related to Mr. Cordani’s use of the aircraft, at the Company’s encouragement, for personal travel. Incremental cost is determined by dividing the annual variable costs by the total number of flight hours and multiplying the result by the number of personal flight hours during the year. Variable costs include fuel, crew travel, trip-related maintenance, landing fees and hangar costs, and other similar costs. Fixed costs that do not change based on usage are excluded from the incremental cost calculation; and

    ¡Costs for security system monitoring and maintenance in the following amounts: Mr. Cordani — $11,550; Mr. McCarthy — $848; and Ms. Jones — $548.

    52

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    COMPENSATION MATTERS

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      GRANTS OF PLAN-BASED AWARDS IN 2014
      2015

      This table provides information about annual incentive targets for 20142015 and grants of plan-based awards made in 20142015 to the NEOs. The disclosed dollar and share amounts do not necessarily reflect the actual amounts that will be paid or issued to the NEOs. Those amounts will be known only if and when the awards vest or become payable.


       

       

       

       


       

       



      Committee



       

       





      Estimated Possible Payouts
      Under Non-Equity Incentive
      Plan Awards









      Estimated Future Payouts
      Under Equity Incentive
      Plan Awards












      All Other
      Stock
      Awards:
      Number of
      Shares of
      Stock or















      All Other
      Option
      Awards:
      Number of
      Securities
      Underlying













      Exercise
      or Base
      Price of
      Option












      Closing
      Market
      Price
      on
      Date of















      Grant
      Date Fair
      Market
      Value of
      Stock
      and
      Option









      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
        Name
      (a)





      Grant
      Date
      (b)






      Approval
      Date
      (c)



      Award
      Type
      (d)






      Threshold
      ($)
      (e)






      Target
      ($)
      (f)






      Maximum
      ($)
      (g)






      Threshold
      (#)
      (h)






      Target
      (#)
      (i)






      Maximum
      (#)
      (j)






      Units
      (#)
      (k)






      Options
      (#)
      (l)






      Awards
      ($/Sh)
      (m)






      Grant
      ($/Sh)
      (n)






      Awards
      ($)
      (o)



        David M. Cordani   MIP Target  1,800,000 3,600,000         
           2/26/2014  2/26/2014 SPS           6,055  69,200  138,400              5,670,023  
          2/26/2014 2/26/2014 Option        229,443 78.035 78.02 5,400,023 
      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
        Thomas A. McCarthy     MIP Target    600,000  1,200,000                          
          2/26/2014 2/26/2014 SPS    1,177 13,456 26,912     1,102,541 
           2/26/2014  2/26/2014 Option                       44,614  78.035  78.02  1,050,006  
        Herbert A. Fritch   MIP Target  1,000,000 2,000,000         
           2/26/2014  2/26/2014 SPS           841  9,612  19,224              787,576  
          2/26/2014 2/26/2014 Option        31,867 78.035 78.02 750,001 
      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
        Matthew G. Manders     MIP Target    750,000  1,500,000                          
          2/26/2014 2/26/2014 SPS    1,030 11,774 23,548     964,723 
           6/4/2014  5/12/2014 SPS           33  377  754              40,763  
          6/4/2014 5/12/2014 SPS    89 1,021 2,042     112,519 
           6/4/2014  5/12/2014 SPS           146  1,666  3,332              158,277  
          2/26/2014 2/26/2014 Option        39,038 78.035 78.02 918,773 
      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
        Jason D. Sadler     MIP Target    474,884  949,768                          
          2/26/2014 2/26/2014 SPS    528 6,036 12,072     494,570 
           6/4/2014  5/12/2014 SPS           16  178  356              19,246  
          6/4/2014 5/12/2014 SPS    42 482 964     53,119 
           6/4/2014  5/12/2014 SPS           69  786  1,572              74,673  
          2/26/2014 2/26/2014 Option        20,013 78.035 78.02 471,013 
           6/4/2014  5/12/2014 RSU Grant                    6,908           625,036  
                 

       

      ESTIMATED POSSIBLE PAYOUTS

      UNDER NON-EQUITY INCENTIVE

      PLAN AWARDS

        

       

      ESTIMATED FUTURE PAYOUTS

      UNDER EQUITY INCENTIVE

      PLAN AWARDS

                

      NAME

      (a)

       

       

      GRANT

      DATE

      (b)

       

        

      COMMITTEE

      APPROVAL

      DATE

      (c)

       

        

      AWARD

      TYPE

      (d)

       

        

      THRESHOLD

      ($)

      (e)

       

       

      TARGET

      ($)

      (f)

       

        

      MAXIMUM

      ($)

      (g)

       

        

      THRESHOLD

      (#)

      (h)

       

        

      TARGET

      (#)

      (i)

       

        

      MAXIMUM

      (#)

      (j)

       

        

      ALL
      OTHER

      STOCK

      AWARDS:

      NUMBER
      OF

      SHARES
      OF

      STOCK
      OR UNITS

      (#)

      (k)

       

       

      ALL OTHER

      OPTION

      AWARDS:

      NUMBER OF

      SECURITIES

      UNDERLYING

      OPTIONS

      (#)

      (l)

       

        

      EXERCISE

      OR BASE

      PRICE OF

      OPTION
      AWARDS

      ($/Sh)

      (m)

       

        

      CLOSING

      MARKET

      PRICE
      ON

      DATE OF

      GRANT

      ($/Sh)

      (n)

       

        

      GRANT

      DATE
      FAIR

      MARKET

      VALUE
      OF

      STOCK
      AND

      OPTION

      AWARDS

      ($)

      (o)

       

       

       David M.

       Cordani

                
       
      MIP
      Target
        
        
         2,200,000    4,400,000          
        2/25/2015    2/25/2015    SPS       8,396    47,976    95,952        7,105,072  
        2/25/2015    2/25/2015    Option           159,388    120.895    121.18    5,800,033  
                                                           

       Thomas A.

       McCarthy

                
       
      MIP
      Target
        
        
         800,000    1,600,000          
        2/25/2015    2/25/2015    SPS       1,737    9,926    19,852        1,470,005  
        2/25/2015    2/25/2015    Option           32,977    120.895    121.18    1,200,013  
                                                           

       Herbert A.

       Fritch

                
       
      MIP
      Target
        
        
         1,000,000    2,000,000          
        2/25/2015    2/25/2015    SPS       1,230    7,031    14,062        1,041,266  
        2/25/2015    2/25/2015    Option           23,359    120.895    121.18    850,020  
                                                           

       Nicole S.

       Jones

                
       
      MIP
      Target
        
        
         560,000    1,120,000          
        2/25/2015    2/25/2015    SPS       1,186    6,776    13,552        1,003,501  
        2/25/2015    2/25/2015    Option           22,509    120.895    121.18    819,089  
                                                           

       Matthew G.

       Manders

                
       
      MIP
      Target
        
        
         900,000    1,800,000          
        2/25/2015    2/25/2015    SPS       1,592    9,099    18,198        1,347,529  
        2/25/2015    2/25/2015    Option           30,229    120.895    121.18    1,100,015  
                                                           

      Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Column (f) and (g))

      Amounts in column (f) represent annual incentive targets for the 20142015 performance period to be paid in 2015.2016. Individual award values can range from 0% to 200% of target (as reflected in column (g)). The actual amounts earned by each NEO are as follows: Mr. Cordani $2,860,000; Mr. McCarthy $1,000,000; Mr. Fritch $700,000; Ms. Jones$1,900,000; Mr. McCarthy — $630,000; Mr. Fritch — $900,000; Mr. Manders — $787,500;$756,000; and Mr. Sadler Manders $546,116. $1,080,000.

      Estimated Future Payouts Under Equity Incentive Plan Awards (Columns (h), (i) and (j))

      Except as noted below, representsRepresents SPSs awarded for the 2014-20162015–2017 performance period. The People Resources Committee will determine payout for the SPSs, if any, in 2017.2018. The number of shares paid can range from 0% to 200% of the number of SPSs awarded. Threshold shares represent a threshold value for the SPS awards at 8.75%17.5% of target, which represents the lowest possible level of share payout under these awards assuming achievement at threshold for either the adjusted income from operations or revenue measures.operations.

      In connection with Mr. Manders' May 2014 promotion to President, U.S. Commercial Markets and Global Health Care Operations, he was awarded SPSs for the 2012-2014 performance period (377 SPSs at target), 2013-2015 performance period (1,021 SPSs at target) and the 2014-2016 performance period (1,666 SPSs at

      76    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
      GRAPHIC

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      target) to be paid, if earned, in 2015, 2016 and 2017, respectively. In connection with Mr. Sadler's May 2014 promotion to President, International Markets, he was awarded SPSs for the 2012-2014 performance period (178 SPSs at target), 2013-2015 performance period (482 SPSs at target) and the 2014-2016 performance period (786 SPSs at target) to be paid, if earned, in 2015, 2016 and 2017, respectively. See page 64 under Compensation Actions Related to Promotions in the CD&A for additional information on the SPS awards for Messrs. Manders and Sadler.

      All Other Stock Awards (Column (k))

      Represents restricted stock units granted to Mr. Sadler in May 2014 in connection with his promotion to President, International Markets. Restricted stock units are not part of the annual long-term incentives for executive officers, but are granted from time to time under the Cigna Long-Term Incentive Plan to encourage retention or to reward superior performance.

      All Other Option Awards (Column (l))

      Represents stock option awards granted under the Cigna Long-Term Incentive Plan and approved by the People Resources Committee at its February 20142015 meeting as part of each NEO'sNEO’s long-term incentive award. Stock options represented 50% of the long-term incentive awards for executive officers in 2014,2015, as described on page 59.41.

      LOGO

      Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      53


      COMPENSATION MATTERS

      Exercise or Base Price of Option Awards (Column (m))

      Pursuant to the Cigna Long-Term Incentive Plan, the stock option exercise price is the average of the high and low trading price of Cigna common stock on the date of the award.

      Grant Date Fair Market Value of Stock and Options Awards (Column (o))

      These amounts represent the grant date fair value of equity awards computed in accordance with ASC Topic 718, applying the same model and assumptions Cigna uses for financial statement reporting purposes. The award values represented in the table are theoretical, and may not correspond to the actual value that will be recognized by the NEO. Fifty percent of theThe grant date fair value of SPS awards granted in 2014 is based on2015 reflects the probable achievement level of the TSR performance condition as of the grant date.date for the assumed award value of SPS awards as shown in the CD&A. TSR performance comprises fifty percent (of the weighting) of the SPS performance measures. This forecasted performance condition creates an accounting grant date fair value whichthat differs from the assumed award value granted to each NEO as(as reflected in the CD&A.&A).

      54

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      COMPENSATION MATTERS

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      OUTSTANDING EQUITY AWARDS AT YEAR-END 2014
      2015

      This table provides information about unexercised stock options and unvested stock awards (restricted stock RSUs and SPSs) held as of December 31, 20142015 by the NEOs.

                                   

       

       


       



      Option Awards





      Stock Awards



      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
        Name
      (a)










      Number of
      Securities
      Underlying
      Unexercised
      Options
      (#)
      Exercisable
      (b)
















      Number of
      Securities
      Underlying
      Unexercised
      Options
      (#)(1)
      Unexercisable
      (c)













      Option
      Exercise
      Price
      ($)
      (d)









      Option
      Expiration
      Date
      (e)















      Number
      of
      Shares
      or Units
      of Stock
      That
      Have
      Not
      Vested
      (#)(1)
      (f)






















      Market
      Value
      of Shares
      or Units
      of Stock
      That
      Have
      Not
      Vested
      ($)(2)
      (g)

























      Equity
      Incentive
      Plan
      Awards:
      Number of
      Unearned
      Shares,
      Units or
      Other
      Rights
      That Have
      Not Vested
      (#)(1)
      (h)






























      Equity
      Incentive
      Plan
      Awards:
      Market
      or Payout
      Value of
      Unearned
      Shares,
      Units or
      Other
      Rights
      That Have
      Not Vested
      ($)(2)
      (i)
















        David M. Cordani 215,177  47.6650 2/8/2018 198,627 20,440,705 157,316 16,189,390 
           92,038     47.9250  2/27/2018              
          190,180  34.6450 3/3/2020     
           189,610     42.1900  3/1/2021              
          133,493 66,736 44.4250 2/28/2022     
           68,962  137,881  58.7300  3/5/2023              
           229,443 78.0350 2/26/2024     
        

      Total

        889,460  434,060        198,627  20,440,705  157,316  16,189,390  
                                   
        Thomas A. McCarthy 5,475  40.5649 2/22/2016 19,901 2,048,012 27,311 2,810,575 
           4,464     46.8833  2/28/2017              
          5,651  47.9250 2/27/2018     
           21,582     14.0250  3/4/2019              
          8,138  34.6450 3/3/2020     
           8,159     42.1900  3/1/2021              
          7,307 3,653 44.4250 2/28/2022     
           3,779  7,553  58.7300  3/5/2023              
           44,614 78.0350 2/26/2024     
        

      Total

        64,555  55,820        19,901  2,048,012  27,311  2,810,575  
                                   
        Herbert A. Fritch 122,219(3) 12.2500 2/13/2019 126,056(3)12,972,423 27,491 2,829,099 
           346,882(3)    14.4000  2/11/2020              
          134,986(3)44,996(3)30.1300 3/7/2021     
           13,993  27,976  58.7300  3/5/2023              
           31,867 78.0350 2/26/2024     
      ​  
        

      Total

        618,080  104,839        126,056  12,972,423  27,491  2,829,099  
                                   
        Matthew G. Manders 23,986  42.1900 3/1/2021 30,317 3,119,922 30,850 3,174,774 
           19,970  9,983  44.4250  2/28/2022              
          12,827 25,644 58.7300 3/5/2023     
              39,038  78.0350  2/26/2024              
        

      Total

        56,783  74,665        30,317  3,119,922  30,850  3,174,774  
      ​  
                                   
        Jason D. Sadler  3,630 44.4250 2/28/2022 24,041 2,474,059 13,522 1,391,549 
           4,866  9,728  58.7300  3/5/2023              
           20,013 78.0350 2/26/2024     
        

      Total

        4,866  33,371        24,041  2,474,059  13,522  1,391,549  
        

       

      OPTION AWARDS

        

       

      STOCK AWARDS

       

      NAME

      (a)

       

       

      NUMBER OF

      SECURITIES

      UNDERLYING

      UNEXERCISED

      OPTIONS

      (#)

      EXERCISABLE

      (b)

       

        

      NUMBER OF

      SECURITIES

      UNDERLYING

      UNEXERCISED

      OPTIONS

      (#)

      UNEXERCISABLE (1)

      (c)

       

        

      OPTION

      EXERCISE

      PRICE

      ($)

      (d)

       

        

      OPTION

      EXPIRATION

      DATE

      (e)

       

        

      NUMBER

      OF

      SHARES

      OR
      UNITS

      OF
      STOCK

      THAT
      HAVE

      NOT

      VESTED

      (#)(1)

      (f)

       

        

      MARKET

      VALUE

      OF SHARES

      OR UNITS

      OF STOCK

      THAT HAVE

      NOT
      VESTED

      ($)(2)

      (g)

       

        

      EQUITY

      INCENTIVE

      PLAN

      AWARDS:

      NUMBER
      OF

      UNEARNED

      SHARES,

      UNITS OR

      OTHER

      RIGHTS

      THAT
      HAVE

      NOT
      VESTED

      (#)(1)

      (h)

       

        

      EQUITY

      INCENTIVE

      PLAN

      AWARDS:

      MARKET

      OR
      PAYOUT

      VALUE OF

      UNEARNED

      SHARES,

      UNITS OR

      OTHER

      RIGHTS

      THAT HAVE

      NOT
      VESTED

      ($)(2)

      (i)

       

       

      David M.

      Cordani

        190,180     34.6450    3/3/2020    137,020    20,050,137    117,176    17,146,364  
        189,610     42.1900    3/1/2021      
        200,229     44.4250    2/28/2022      
        137,902    68,941    58.7300    3/5/2023      
        76,497    152,946    78.0350    2/26/2024      
         159,388    120.8950    2/25/2025      
                                       

      TOTAL

        794,418    381,275      137,020    20,050,137    117,176    17,146,364  
                                       
                                       

      Thomas A.

      McCarthy

        4,464     46.8833    2/28/2017    21,545    3,152,680    23,382    3,421,488  
        5,651     47.9250    2/27/2018      
        21,582     14.0250    3/4/2019      
        8,138     34.6450    3/3/2020      
        8,159     42.1900    3/1/2021      
        10,960     44.4250    2/28/2022      
        7,555    3,777    58.7300    3/5/2023      
        14,875    29,739    78.0350    2/26/2024      
         32,977    120.8950    2/25/2025      
                                       

      TOTAL

        81,384    66,493      21,545    3,152,680    23,382    3,421,488  
                                       
                                       

      Herbert A.

      Fritch

        63,043(3)    12.2500    2/13/2019    117,842(3)   17,243,820    16,643    2,435,370  
        138,752(3)    14.4000    2/11/2020      
        71,992(3)    30.1300    3/7/2021      
        13,988    13,988    58.7300    3/5/2023      
        10,625    21,242    78.0350    2/26/2024      
         23,359    120.8950    2/25/2025      
                                       

      TOTAL

        298,400    58,589      117,842    17,243,820    16,643    2,435,370  
                                       
                                       

      Nicole S.

      Jones

        22,776    11,387    58.7300    3/5/2023    23,922    3,500,506    17,729    2,594,285  
        12,108    24,208    78.0350    2/26/2024      
         22,509    120.8950    2/25/2025      
                                       

      TOTAL

        34,884    58,104      23,922    3,500,506    17,729    2,594,285  
                                       
                                       

      Matthew G.

      Manders

        29,953     44.4250    2/28/2022    27,073    3,961,592    22,539    3,298,132  
        25,649    12,822    58.7300    3/5/2023      
        13,016    26,022    78.0350    2/26/2024      
         30,229    120.8950    2/25/2025      
                                       

      TOTAL

        68,618    69,073      27,073    3,961,592    22,539    3,298,132  
                                       

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      78    2015Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

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      55


      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      (1)
      The following table shows the vesting date of stock options, restricted stock, restricted stock units and SPSs that have not vested, held as of December 31, 2014 by the NEOs.

                                      
          




      Number of
      Stock Options
      That Have Not
      Vested
      (a)








      Vesting
      Date
      (b)






      Vesting
      Amount
      (c)









      Number of
      Shares or
      Units That
      Have Not
      Vested(i)
       (d)









      Vesting
      Date(i)
      (e)






      Vesting
      Amount
      (f)












      Number of
      Equity
      Incentive
      Plan Award
      Shares or
      Units That
      Have Not
      Vested(ii)
       (g)












      Vesting
      Date(ii)
      (h)






      Vesting
      Amount
      (i)



        David M. Cordani 66,736 2/28/2015 66,736 198,627 2/27/2015 198,627 157,316 2016 88,116 
           137,881  3/5/2015  68,940              2017  69,200  
           3/5/2016 68,941       
           229,443  2/26/2015  76,497                    
           2/26/2016 76,473       
      ​  
              2/26/2017  76,473                    
      ​  
        

      Total

              434,060        198,627        157,316  
      ​  
                                      
        Thomas A. McCarthy 3,653 2/28/2015 3,653 19,901 2/27/2015 19,901 27,311 2016 13,855 
           7,553  3/5/2015  3,776              2017  13,456  
           3/5/2016 3,777       
           44,614  2/26/2015  14,875                    
           2/26/2016 14,869       
      ​  
              2/26/2017  14,870                    
      ​  
        

      Total

              55,820        19,901        27,311  
      ​  
                                      
        Herbert A. Fritch 44,996 3/7/2015 44,996 126,056 2/27/2015 36,016 27,491 2016 17,879 
           27,976  3/5/2015  13,988     1/31/2016  45,020     2017  9,612  
           3/5/2016 13,988  1/31/2017 45,020    
           31,867  2/26/2015  10,625                    
           2/26/2016 10,621       
      ​  
              2/26/2017  10,621                    
      ​  
        

      Total

              104,839        126,056        27,491  
      ​  
                                      
        Matthew G. Manders 9,983 2/28/2015 9,983 30,317 2/27/2015 30,317 30,850 2016 17,410 
           25,644  3/5/2015  12,822              2017  13,440  
           3/5/2016 12,822       
           39,038  2/26/2015  13,016                    
           2/26/2016 13,011       
      ​  
              2/26/2017  13,011                    
      ​  
        

      Total

              74,665        30,317        30,850  
      ​  
                                      
        Jason D. Sadler 3,630 2/28/2015 3,630 24,041 2/27/2015 13,156 13,522 2016 6,700 
           9,728  3/5/2015  4,864     8/9/2015  3,977     2017  6,822  
           3/5/2016 4,864  6/4/2017 3,454    
           20,013  2/26/2015  6,673     6/4/2018  3,454           
           2/26/2016 6,670       
              2/26/2017  6,670                    
      ​  
        

      Total

              33,371        24,041        13,522  
      ​  
        (i)
        These columns include unvested restricted stock, restricted stock units and SPSs granted for the 2012-2014 performance period. The number of SPSs reported in these columns reflects the shares paid in February 2015 for the SPS 2012-2014 performance period at their actual payout percentage. As of December 31, 2014, the relevant performance conditions had been satisfied but the awards were not fully vested until payout in February 2015. See the CD&A on page 61 for information about the SPS program and the 2012-2014 SPS grants.

        (ii)
        These columns include unvested SPSs granted for the 2013-2015 and 2014-2016 performance periods. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee determines payout, if any, in the year of vesting based on achievement of three-year performance goals. It is not possible to determine whether SPS awards will vest until the end of the three-year performance period. Notwithstanding this, the SPS amounts reported in these columns assumes that each of the performance measures are achieved at target (100%). Because payment will be made in Cigna common stock, the actual value will be based on Cigna's common stock price at the time of payment.
      (2)
      Based on the closing price of the Company's common stock on December 31, 2014 ($102.91).

      (3)
      For Mr. Fritch, 604,087 vested options and 44,996 unvested options, represent HealthSpring awards converted into Cigna equity upon the merger consummation. 90,040 of the shares in column (f) represent the restricted stock granted under the terms of his retention agreement.

      COMPENSATION MATTERS

      (1)The following table shows the vesting date of stock options, restricted stock and SPSs that have not vested, held as of December 31, 2015 by the NEOs.

        

      NUMBER OF

      STOCK
      OPTIONS THAT
      HAVE NOT

      VESTED

      (a)

       

       

      VESTING

      DATE

      (b)

       

       

      VESTING

      AMOUNT

      (c)

       

       

      NUMBER OF

      SHARES

      OR UNITS

      THAT HAVE
      NOT

      VESTED (i)

      (d)

       

       

      VESTING

      DATE (i)

      (e)

       

       

      VESTING

      AMOUNT

      (f)

       

       

       

      NUMBER OF

      EQUITY

      INCENTIVE
      PLAN

      AWARD
      SHARES

      OR UNITS

      THAT HAVE
      NOT

      VESTED (ii)

      (g)

       

       

      VESTING

      DATE (ii)

      (h)

       

       

      VESTING

      AMOUNT

      (i)

       

      David M. Cordani

         68,941    3/5/2016    68,941    137,020    2/26/2016    137,020    117,176    2017    69,200 
         152,946    2/26/2016    76,473            2018    47,976 
           2/26/2017    76,473             
         159,388    2/25/2016    53,129             
           2/25/2017    53,129             
           2/25/2018    53,130             
                                                    

      TOTAL

             381,275        137,020        117,176 
                                                    
               
                                                    

      Thomas A. McCarthy

         3,777    3/5/2016    3,777    21,545    2/26/2016    21,545    23,382    2017    13,456 
         29,739    2/26/2016    14,869            2018    9,926 
           2/26/2017    14,870             
         32,977    2/25/2016    10,992             
           2/25/2017    10,992             
           2/25/2018    10,993             
                                                    

      TOTAL

             66,493        21,545        23,382 
                                                    
               
                                                    

      Herbert A. Fritch

         13,988    3/5/2016    13,988    117,842    2/26/2016    27,802    16,643    2017    9,612 
         21,242    2/26/2016    10,621      1/31/2016    45,020      2018    7,031 
           2/26/2017    10,621      1/31/2017    45,020       
         23,359    2/25/2016    7,786             
           2/25/2017    7,786             
           2/25/2018    7,787             
                                                    

      TOTAL

             58,589        117,842        16,643 
                                                    
               
                                                    

      Nicole S. Jones

         11,387    3/5/2016    11,387    23,922    2/26/2016    22,631    17,729    2017    10,953 
         24,208    2/26/2016    12,104      6/6/2016    1,291      2018    6,776 
           2/26/2017    12,104             
         22,509    2/25/2016    7,503             
           2/25/2017    7,503             
           2/25/2018    7,503             
                                                    

      TOTAL

             58,104        23,922        17,729 
                                                    
               
                                                    

      Matthew G. Manders

         12,822    3/5/2016    12,822    27,073    2/26/2016    27,073    22,539    2017    13,440 
         26,022    2/26/2016    13,011            2018    9,099 
        ��  2/26/2017    13,011             
         30,229    2/25/2016    10,076             
           2/25/2017    10,076             
           2/25/2018    10,077             
                                                    

      TOTAL

             69,073        27,073        22,539 
                                                    
      (i)These columns include unvested restricted stock and SPSs granted for the 2013–2015 performance period. The number of SPSs reported in these columns reflects the shares vested in February 2016 for the SPS 2013–2015 performance period at their actual payout percentage. As of December 31, 2015, the relevant performance conditions had been satisfied but the awards were not fully vested until payout in February 2016. See the CD&A on pages 42 to 43 for information about the SPS program and the 2013–2015 SPS grants.

      (ii)These columns include unvested SPSs granted for the 2014–2016 and 2015–2017 performance periods. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee determines payout, if any, in the year of vesting based on achievement of three-year performance goals. It is not possible to determine whether SPS awards will vest until the end of the three-year performance period. Notwithstanding this, the SPS amounts reported in these columns assumes that each of the performance measures are achieved at target (100%). Because payment will be made in Cigna common stock, the actual value will be based on Cigna’s common stock price at the time of payment.

      56

      GRAPHICCigna

      20152016 Notice of Annual Meeting of Shareholders and Proxy Statement    79


      COMPENSATION MATTERS

      (2)Based on the closing price of the Company’s common stock on December 31, 2015 ($146.33).

      (3)For Mr. Fritch, 273,787 vested options represent HealthSpring awards converted into Cigna equity upon the consummation of the HealthSpring merger. 90,040 of the shares in column (f) represent the restricted stock granted under the terms of his retention agreement.

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      OPTION EXERCISES AND STOCK VESTED IN 2014
      2015

      This table provides information about the number of shares acquired, and value realized by, the NEOs upon exercise of stock options and the vesting of restricted stock and the 2011-20132012–2014 SPS awards during 2014.2015. No SPSs awarded for the 2012-2014, 2013-20152013–2015, 2014–2016 or 2014-20162015–2017 performance periods vested in 2014.2015.

                       

       

       

       

       



      Option Awards





      Stock Awards



      ​ ​ ​ ​ ​ ​ 
        Name
      (a)








      Number of
      Shares
      Acquired on
      Exercise
      (#)
      (b)












      Value
      Realized
      upon
      Exercise
      ($)
      (c)(1)












      Number of
      Shares
      Acquired on
      Vesting
      (#)
      (d)












      Value
      Realized
      upon
      Vesting
      ($)
      (e)(1)






       
        David M. Cordani  153,438  6,977,636  214,507(2) 16,921,385  
      ​   Thomas A. McCarthy 8,805 533,217 16,257(2)1,282,433 
        Herbert A. Fritch  35,390  3,160,323  50,027(2)(3) 3,930,922  
      ​   Matthew G. Manders 26,579 1,126,417 32,338(2)2,550,983 
        Jason D. Sadler  15,447  654,157  16,086(2)(3) 1,311,895  
      (1)
      Value realized upon exercise of option awards is calculated by multiplying the number of shares acquired upon exercise by the difference between the market price at the time of the transaction and the option's exercise price. For stock awards, the value realized upon vesting is calculated by multiplying the number of shares acquired upon vesting by the fair market value (FMV) per share of Cigna common stock. The Cigna Long-Term Incentive Plan defines FMV per share as the average of the high and the low trading price per share of Cigna common stock on the applicable vesting date (see notes (2) and (3) below).

      (2)
      Includes the vesting on February 28, 2014 of 2011-2013 SPS awards as follows: Mr. Cordani — 214,507; Mr. McCarthy — 16,257; Mr. Fritch — 40,743; Mr. Manders — 32,338; and Mr. Sadler — 12,109. The FMV on February 28, 2014 was $78.8850 per share.

      (3)
      Includes shares acquired upon the vesting of restricted shares/units as follows: Mr. Fritch — 9,284 shares acquired on February 11, 2014 (FMV of $77.2200 per share) and Mr. Sadler — 3,977 shares acquired on August 9, 2014 (FMV of $89.6850 per share).
        

       

      OPTION AWARDS

       

       

       

       

      STOCK AWARDS

       

      NAME

      (a)

       

       

      NUMBER OF

        SHARES ACQUIRED  
      ON EXERCISE

      (#)

      (b)

       

       

        VALUE REALIZED  

      UPON EXERCISE

      ($)

      (c)(1)

       

       

      NUMBER OF

        SHARES ACQUIRED  
      ON VESTING

      (#)

      (d)

       

       

        VALUE REALIZED  

      UPON VESTING

      ($)

      (e)(1)

       

       

      David M. Cordani

       

         

       

      307,215

       

       

       

         

       

      20,375,519

       

       

       

          

       

      198,627

       

      (2)

       

         

       

      24,230,508

       

       

       

       

      Thomas A. McCarthy

       

         

       

      5,475

       

       

       

         

       

      438,972

       

       

       

          

       

      19,901

       

      (2)

       

         

       

      2,427,723

       

       

       

       

      Herbert A. Fritch

       

         

       

      389,289

       

       

       

         

       

      44,377,317

       

       

       

          

       

      36,016

       

      (2)

       

         

       

      4,393,592

       

       

       

       

      Nicole S. Jones

       

         

       

      39,297

       

       

       

         

       

      2,785,279

       

       

       

          

       

      32,076

       

      (2)(3)

       

         

       

      3,934,269

       

       

       

       

      Matthew G. Manders

       

         

       

      23,986

       

       

       

         

       

      1,724,055

       

       

       

          

       

      30,317

       

      (2)

       

         

       

      3,698,371

       

       

       

      (1)Value realized upon exercise of option awards is calculated by multiplying the number of shares acquired upon exercise by the difference between the market price at the time of the transaction and the option’s exercise price. For stock awards, the value realized upon vesting is calculated by multiplying the number of shares acquired upon vesting by the fair market value (FMV) per share of Cigna common stock. The Cigna Long-Term Incentive Plan defines FMV per share as the average of the high and the low trading price per share of Cigna common stock on the applicable vesting date (see notes (2) and (3) below).

      (2)Includes the vesting on February 27, 2015 of 2012–2014 SPS awards as follows: Mr. Cordani — 198,627; Mr. McCarthy — 19,901; Mr. Fritch — 36,016; Ms. Jones — 30,784; and Mr. Manders — 30,317. The FMV on February 27, 2015 was $121.99 per share.

      (3)Includes shares acquired upon the vesting of restricted shares as follows: Ms. Jones – 1,292 shares acquired on June 6, 2015 (FMV of $138.49 per share).

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      COMPENSATION MATTERS

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      PENSION BENEFITS FOR 2014
      2015

      This table shows the present value as of December 31, 20142015 of the estimated pension benefits payable upon retirement at age 65 to each of the NEOs, except for Messrs.Mr. Fritch, and Sadler, who werewas not eligible to participate in the pension benefits plans. The amounts shown are present values and not necessarily the actual amounts that will be paid to the NEOs, because those amounts will not be known until the pension benefits become payable. No pension benefits payments were made to any of the NEOs during 2014.2015.

                  
        Name
      (a)


      Plan Name
      (b)


      Number of Years
      Credited Service
      (#)
      (c)









      Present Value of
      Accumulated
      Benefit
      ($)
      (d)(1)





       
        David M. Cordani Cigna Pension Plan (Part B) 18  294,870  
          Cigna Supplemental Pension Plan 18  173,621  
          Cigna Supplemental Pension Plan of 2005 18  573,851  
                  
      ​   Thomas A. McCarthy Cigna Pension Plan (Parts A and B) 26 828,201 
      ​    Cigna Supplemental Pension Plan 26 270,620 
      ​    Cigna Supplemental Pension Plan of 2005 26 167,022 
                  
        Matthew G. Manders Cigna Pension Plan (Part A) 23  842,573  
          Cigna Supplemental Pension Plan 23  406,569  
          Cigna Supplemental Pension Plan of 2005 23  2,006,881  
      (1)
      Assumptions used in the calculations of the amounts in this column are included in Note 9 to our audited financial statements for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2015. The actuarial present values of the prior period benefits were, in part, computed as a projected lump sum payout payable at normal retirement age (age 65) which was then discounted to the present value as of December 31, 2014 using the same assumptions as those used for financial reporting purposes. Mr. McCarthy's and Mr. Manders' values also include the present value of benefits that are defined as a single life annuity payable at normal retirement age. The assumptions are interest discount rates of 3.75% for the Cigna Pension Plan and 3.5% for the Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005, and the RP 2014 mortality table projected with scale MP 2014 on a generational basis for those plans.

      NAME

      (a)

       

      PLAN NAME

      (b)

       

      NUMBER OF YEARS 

      CREDITED SERVICE 

      #(1)

      (c)

       

      PRESENT VALUE
      OF ACCUMULATED

      BENEFIT

      ($)

      (d)(2)

       

      David M. Cordani            

       

      Cigna Pension Plan (Part B)

       18  288,888            
       

      Cigna Supplemental Pension Plan

       18  172,336            
       

      Cigna Supplemental Pension Plan of 2005

       18  568,943            
               

      Thomas A. McCarthy     

       

      Cigna Pension Plan (Part A)

       19.3     638,960            
       

      Cigna Pension Plan (Part B)

       26  179,256            
       

      Cigna Supplemental Pension Plan

       26  271,449            
       

      Cigna Supplemental Pension Plan of 2005

       26  171,280            
               

      Nicole S. Jones

       

      Cigna Pension Plan (Part B)

         3  49,035            
       

      Cigna Supplemental Pension Plan of 2005

         3  53,669            
              

      Matthew G. Manders

       

      Cigna Pension Plan (Part A)

       23  827,594            
       

      Cigna Supplemental Pension Plan

       23  408,165            
       

      Cigna Supplemental Pension Plan of 2005

       23  2,014,682            
              

      (1)No employee has received additional credited years of service since 2009.

      (2)Assumptions used in the calculations of the amounts in this column are included in Note 9 to our audited financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2016. The actuarial present values of the prior period benefits were, in part, computed as a projected lump sum payout payable at normal retirement age (age 65) which was then discounted to the present value as of December 31, 2015 using the same assumptions as those used for financial reporting purposes. Mr. McCarthy’s and Mr. Manders’ values also include the present value of benefits that are defined as a single life annuity payable at normal retirement age. The assumptions are interest discount rates of 4.11% for the Cigna Pension Plan and 3.74% for the Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005, and the RP 2014 mortality table (adjusted to 2006) with scale MP 2015 on a generational basis for those plans.

      58

      Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


      Cigna Pension PlanCOMPENSATION MATTERS

      Cigna Pension Plan

      The Cigna Pension Plan (CPP), a tax-qualified plan, was frozen effective July 1, 2009, and does not cover employees hired after that date. From 2000 to July 2009, the CPP covered all U.S. based full-time employees, including the NEOs serving during that time. Cigna makes all the contributions necessary to fund CPP benefits into a trust fund, and the annual contributions are at least the amount required to meet the applicable minimum funding requirements. Benefits are payable only after the termination of an employee'semployee’s service with Cigna.

      The CPP consists of Parts A and B, as described below. Part A covered certain employees hired before 1989, while Part B covered all other eligible U.S. employees. The CPP'sCPP’s benefit formulas applied equally to NEOs and other employees. CPP benefits are based on an employee'semployee’s years of credited service and eligible earnings.

      "

      Credited service"service” is generally the period of an employee'semployee’s service with a Cigna company while the individual participated in the CPP. An employee received credit for one year of credited service for any calendar year in which the employee was credited with at least 1,000 hours of service. No employee has received credit for any service after 2009.

      "

      Eligible earnings"earnings” include base salary and annual incentive pay, but not payments under any long-term incentive compensation plans. Earnings after July 1, 2009 are not eligible earnings.
      GRAPHIC
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      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      Part A

      For credited service before April 1, 2008, Part A provides an annual retirement benefit stated in terms of a single life annuity payable at age 65. That annual benefit equals:

      the employee'semployee’s years of credited service (up to a maximum of 30 years);

      multiplied by 2% of the higher of the employee'semployee’s average annual eligible earnings over (a) the final 36 months of service, or (b) the three consecutive calendar years with the highest eligible earnings; and

      minus an offset equal to approximately half of the employee'semployee’s annual Social Security benefits.

      On March 31, 2008, this formula was frozen so that credited service after March 31, 2008 and eligible earnings after July 1, 2009 are not counted.

      Part A benefits under the frozen formula are generally payable only in annuity form as early as age 55. An actuarial reduction applies if benefit payments begin before age 65. All Part A participants are 100% vested.

      Effective April 1, 2008, Cigna adopted a new cash balance formula under Part A. For credited service on or after April 1, 2008, the plan provides a retirement benefit stated as a lump sum hypothetical account balance. That account balance equals the sum of (1) the employee'semployee’s accumulated annual benefit credits and (2) quarterly interest credits.

      For each year that an employee earnsearned a year of credited service, the employee'semployee’s account receivesreceived annual benefit credits equal to a percentage of eligible earnings: 8% for 2008 eligible earnings after March 31, 2008; 9% for 2009 eligible earnings through July 1, 2009; and 3% once an employee has 30 years of credited service.

      On the last day of each calendar quarter until an employee'semployee’s benefit is paid, the employee'semployee’s account also receivesreceived interest credits, which arewere based on an annual rate equal to the lesser of 9% or the yield on the five-year U.S. Treasury Constant Maturity Notes for the month of November of the preceding calendar year, plus 25 basis points. However, the annual rate willwould not be less than 4.5%.

      The hypothetical account balance is payable as early as an employee'semployee’s termination of employment. Payments may be made in annuity form or lump sum, at the employee'semployee’s election subject to the terms of the CPP.

      Part B

      Part B provides a retirement benefit stated as a lump sum hypothetical account balance similar to the Part A cash balance benefit described above. However:

      Annual Part B benefit credits range from 3% to 8.5% of eligible earnings, based on the employee'semployee’s age and accumulated years of credited service.

      Effective July 1, 2009, when the Plan was frozen, any Part B participant employed by Cigna on April 1, 2009 became 100% vested.

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      COMPENSATION MATTERS  (CONTINUED)


      Cigna Supplemental Pension Plan and Cigna Supplemental Pension Plan of 2005COMPENSATION MATTERS

      Cigna Supplemental Pension Plan and Cigna Supplemental Pension Plan of 2005

      The Cigna Supplemental Pension Plan (CSPP), an unfunded, nonqualified plan, was frozen effective December 31, 2004, and replaced with the Cigna Supplemental Pension Plan of 2005 (CSPP 2005), also an unfunded, nonqualified plan, which was frozen effective July 1, 2009.

      The CSPP provides an additional pension benefit to any employee whose CPP benefit is limited by one or more federal income tax laws, including limitations on compensation recognition, limitations on retirement benefits amounts and an exclusion from eligible earnings of any compensation deferred under a nonqualified deferred compensation arrangement. The additional benefit equals the amount by which those limits reduce the pension benefit an employee would otherwise receive under the CPP. The same plan provisions, including the definitions of service and earnings, apply equally to all employees with compensation above the qualified plan limits, including the NEOs.

      In calculating CSPP benefits, the above limits are ignored; otherwise, the regular CSPP formulas and other terms and conditions apply. CSPP benefits are paid in the year after an employee reaches age 55 or separates from service with Cigna, whichever is later. Pre-2005 benefits are ordinarily paid in a lump sum, based on the rules of the CSPP, but an employee who makes a timely election in compliance with applicable tax law may have all or part of the benefit that was earned and vested before 2005 paid in equivalent monthly installments. Any lump sum more than $100,000 is payable in two installments, with the second installment paid one year after the first. Supplemental pension plan benefits earned after 2004 are covered under the CSPP 2005, which provides only for payments in a lump sum in the year after an employee separates from service or reaches age 55, whichever is later.

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      COMPENSATION MATTERS  (CONTINUED)


      NONQUALIFIED DEFERRED COMPENSATION FOR 2014
      2015

      This table provides information about the contributions, earnings and balances of Mr. Cordani under the NEOs under deferred compensation plan as of and for the year ended December 31, 2014.

                       

       

       





      Name

      (a)






       

      Plan Name
      (b)


       

      Executive
      Contributions
      in Last FY
      ($)
      (c)





       

      Registrant
      Contributions
      in Last FY
      ($)
      (d)





       

      Aggregate
      Earnings
      in Last FY
      ($)
      (e)





       

      Aggregate
      Withdrawal/
      Distributions
      ($)
      (f)





       

      Aggregate
      Balance
      at Last
      FYE
      ($)
      (g)






       

        David M. Cordani Cigna Deferred Compensation Plan(2)   48,108  320,793(1)  
      ​   Thomas A. McCarthy       
        Herbert A. Fritch        
      ​   Matthew G. Manders       
        Jason D. Sadler Mandatory Provident Fund(3) 2,157 2,157 2,741  17,978  
          Third Country National Pension Plan(4)  101,748 40,751  461,956  
      (1)
      This column includes compensation earned in prior years and reported in2015. None of the Summary Compensation Tables of Cigna's previous proxy statements (beginning with the 2007 proxy statement) in the aggregate amount of $95,200 for Mr. Cordani.

      (2)
      Includes compensationother NEOs have deferred undercompensation.

      NAME

      (a)

       

       

      PLAN NAME

      (b)

       

       

      EXECUTIVE

      CONTRIBUTIONS

      IN LAST FY

      ($)

      (c)

       

        

      REGISTRANT

      CONTRIBUTIONS

      IN LAST FY

      ($)

      (d)

       

        

      AGGREGATE

      EARNINGS

      IN LAST FY

      ($)

      (e)

       

        

      AGGREGATE

      WITHDRAWAL/

      DISTRIBUTIONS

      ($)

      (f)

       

        

      AGGREGATE

      BALANCE

      AT LAST FYE

      ($)

      (g)(1)

       

       

      David M.
      Cordani    

       Cigna Deferred
      Compensation Plan
                135,486        456,279  

      (1)This column includes compensation earned in prior years and reported in the Summary Compensation Tables of Cigna’s previous proxy statements (beginning with the 2007 proxy statement) in the aggregate amount of $95,200 for Mr. Cordani.

      Cigna Deferred Compensation Plan.

      (3)
      Includes compensation deferred under the Third Country National Pension Plan. Cigna's contributions are included in the Summary Compensation Table. For additional information on the Third Country National Pension Plan see page 63 of the CD&A.

      (4)
      Includes compensation deferred under the Mandatory Provident Fund in accordance with Hong Kong law. Cigna's contributions are included in the Summary Compensation Table. For additional information on the Mandatory Provident Fund, see page 63 of the CD&A.

      Cigna Deferred Compensation Plan

      Cigna credits deferred compensation with hypothetical investment earnings during the deferral period as follows:

        Deferred cash compensation is credited with amounts that equal the gains (or losses) on the actual investment options available under the Cigna 401(k) Plan. The 401(k) investment options include a default fixed income fund with an annual interest rate applicable for 20142015 of 3.7%3.65%, which is not considered an "above market"“above market” interest rate as that term is defined by the SEC. The fixed income fund is the only hypothetical investment option available to non-executive employees.

        Deferred shares of Cigna common stock are credited with amounts equal to any dividends that are paid on actual shares of Cigna common stock. These hypothetical dividends are treated as deferred cash compensation.

      Subject to limitations under Section 16 of the Securities Exchange Act of 1934 and under Cigna'sCigna’s Securities Transactions and Insider Trading Policy, which prohibits trading by Cigna'sCigna’s NEOs during blackout periods, executive officers who participate in the Deferred Compensation Plan can defer up to 100% of their base salary and annual incentive award and change their hypothetical investment allocations on deferrals once per quarter.

      Generally, payments of deferrals after 2004 will be made or will begin during one of the following periods: July of the year following the year of an executive'sexecutive’s separation from service; the 90 day period beginning January 1 of the year following the year of an executive'sexecutive’s death; or a date specified by the officer or by Cigna. Deferred compensation balances represent a general unsecured and unfunded obligation of Cigna.

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      COMPENSATION MATTERS

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

      The Contingent Payments Table on page 8662 reflects the estimated amount of incremental compensation that would become payable to each of the NEOs under existing plans and arrangements if the NEO'sNEO’s employment had terminated in certain scenarios on December 31, 2014,2015, given the NEO'sNEO’s compensation and service levels as of such date and, if applicable, based on our closing stock price on that date ($102.91146.33 per share).

      All change of control benefits are "double-trigger,"“double-trigger,” which means that they are payable only upon a change of control followed by termination of employment. Additionally, in connection with any actual termination of employment or change of control transaction, we may decide to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of the benefits described below, as the People Resources Committee determines appropriate.

      The actual incremental amounts that would be paid upon an NEO'sNEO’s termination of employment or in connection with a change of control can be determined only at the time of any such event. The calculation of the hypothetical amounts paid to each of the NEOs in the circumstances described below relies on assumptions used in making the calculations. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than those reported below. Factors that could affect these amounts include the timing during the year of any such event, our stock price and specific plan terms that govern administration of payments. See also the Employment Arrangements and Post-Termination Payments section of the CD&A on page 6546 for a description of Cigna'sCigna’s policies on severance pay and information on the retention agreement with Mr. Fritch.

      In calculating the hypothetical payment amounts, we have assumed (except as noted below) that: (1) change of control and termination occur as of December 31, 2014;2015; (2) payments of benefits are made in a lump sum on December 31, 2014;2015; and (3) the value of options would be equal to the value realized upon exercise of those options that accelerate as a result of the applicable event and that were in-the-money as of December 31, 2014.2015. However, the actual exercise date of options is not known and payment dates would vary because of Internal Revenue Code rules relating to deferred compensation.

      The table shown below does not include certain non-forfeitable payments or benefits, such as 401(k), supplemental 401(k), deferred compensation, pension plans and the value of previously vested in-the-money options, assuming exercise; in each case, the NEO would, subject to certain limitations, receive these payments or benefits upon termination, including voluntary termination or termination for cause. See the Pension Benefits for 20142015 and Nonqualified Deferred Compensation for 20142015 tables on pages 8158 and 84,60, respectively.

      Contingent Payment Descriptions

      Contingent Payment Descriptions

      The aggregate amounts in the Contingent Payments Table appear under the following headings:

        Severance, which refers to salary continuation upon involuntary termination, or salary continuation upon involuntary termination and change of control for the NEOs.

        Annual Incentive, which refers to annual cash incentive awards payable to the NEO.

        Vesting of Previously Awarded Long-Term Incentives, which refers to accelerated vesting of in-the-money options and/or restricted stock and SPSs.

        Outplacement Services and Other Benefits, which includes the cost to the Company for outplacement services and/or Company-paid basic life insurance.

      Severance, which refers to salary continuation upon involuntary termination, or salary continuation upon involuntary termination and change of control for the NEOs.

      Annual Incentive, which refers to annual cash incentive awards payable to the NEOs.

      Vesting of Previously Awarded Long-Term Incentives, which refers to accelerated vesting of in-the-money options and/or restricted stock and SPSs.

      Outplacement Services and Other Benefits, which includes the cost to the Company for outplacement services and/or Company-paid basic life insurance.

      Change of Control Cut-Back,which refers to the application of the reduction of the total payment upon change of control, by which either: (1) an executive will receive the full amount of change of control benefits and also pay any resulting excise tax; or (2) an executive’s change of control benefits will be reduced enough to avoid the excise tax entirely – whichever alternative provides the executive with the greater amount of after-tax benefits.

      Hypothetical payment amounts represent an approximation of the potential payment.

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      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)



       

       

      CONTINGENT PAYMENTS
      All Actions Assume a December 31, 2014 Termination Date




       
            

       

       


       

      Involuntary
      Termination
      not for
      Cause
      ($)
      (a)








      Termination
      upon a
      Change of
      Control
      ($)
      (b)








      Early
      Retirement or
      Retirement
      ($)
      (c)







      Termination
      upon
      Death or
      Disability
      ($)
      (d)









       

       

        David M. Cordani

       

       

       

       

       

       

       

       

       

       
        

      Severance

       1,155,000 9,945,000    

      ​  

       

      Annual Incentive

       1,800,000    

       

       

      Vesting of Previously Awarded Long-Term Incentives

       21,194,623 68,128,400  41,644,202  

      ​  

       

      Outplacement Services and Other Benefits

       43,469 28,469   
        

      TOTAL

       24,193,092 78,101,869  41,644,202  

       

       

      Thomas A. McCarthy

       

       

       

       

       

       

       

       

       

       

       

       

      Severance

       650,000 4,020,000    

      ​  

       

      Annual Incentive

       600,000  600,000  

       

       

      Vesting of Previously Awarded Long-Term Incentives

       2,692,126 9,061,073 4,349,236 5,272,442  

      ​  

       

      Outplacement Services and Other Benefits

       41,037 26,037   
        

      TOTAL

       3,983,163 13,107,110 4,949,236 5,272,442  

       

       

      Herbert A. Fritch

       

       

       

       

       

       

       

       

       

       

       

       

      Severance

       1,000,000 6,000,000    

      ​  

       

      Annual Incentive

       1,000,000  1,000,000  

       

       

      Vesting of Previously Awarded Long-Term Incentives

       13,138,828 23,883,057 18,442,309 19,101,756  

      ​  

       

      Outplacement Services and Other Benefits

       42,037 27,037   
        

      TOTAL

       15,180,865 29,910,094 19,442,309 19,101,756  

       

       

      Matthew G. Manders

       

       

       

       

       

       

       

       

       

       

       

       

      Severance

       675,000 4,603,875    

      ​  

       

      Annual Incentive

       750,000    

       

       

      Vesting of Previously Awarded Long-Term Incentives

       3,605,452 11,963,568  7,215,403  

      ​  

       

      Outplacement Services and Other Benefits

       41,350 26,350   
        

      TOTAL

       5,071,802 16,593,793  7,215,403  

       

       

      Jason D. Sadler

       

       

       

       

       

       

       

       

       

       

       

       

      Severance

       574,825 3,450,420    

      ​  

       

      Annual Incentive

       474,856    

       

       

      Vesting of Previously Awarded Long-Term Incentives

       2,659,915 6,310,311  4,267,856  

      ​  

       

      Outplacement Services and Other Benefits

       41,483 26,483   
        

      TOTAL

       3,751,079 9,787,214  4,267,856  

      Involuntary Termination not for Cause (Column (a))COMPENSATION MATTERS

      CONTINGENT PAYMENTS

      All Actions Assume a December 31, 2015 Termination Date

       
        

      INVOLUNTARY

      TERMINATION
      NOT FOR

      CAUSE

      ($)

      (a)

        

      TERMINATION

      UPON A

      CHANGE OF

      CONTROL

      ($)

      (b)

        

      EARLY
      RETIREMENT
      OR
      RETIREMENT

      ($)

      (c)

        

      TERMINATION

      UPON

      DEATH OR

      DISABILITY

      ($)

      (d)

       

      David M. Cordani

          

      Severance

        1,200,000    10,200,000          

      Annual Incentive

        2,200,000              

      Vesting of Previously Awarded Long-Term
      Incentives

        21,984,766    71,757,578        50,579,091  

      Outplacement Services and Other Benefits

        29,310    19,310          

      Change of Control Cut-Back

                      
                       

      TOTAL

        25,414,076    81,976,888        50,579,091  
                       
        

      Thomas A. McCarthy

          

      Severance

        740,000    4,620,000          

      Annual Incentive

        800,000        800,000      

      Vesting of Previously Awarded Long-Term
      Incentives

        3,824,335    12,491,006    7,024,995    8,649,550  

      Outplacement Services and Other Benefits

        26,202    16,202          

      Change of Control Cut-Back

                      
                       

      TOTAL

        5,390,537    17,127,208    7,824,995    8,649,550  
                       
        

      Herbert A. Fritch

          

      Severance

        1,000,000    6,000,000          

      Annual Incentive

        1,000,000        1,000,000      

      Vesting of Previously Awarded Long-Term
      Incentives

        17,072,467    25,058,744    20,342,675    21,497,365  

      Outplacement Services and Other Benefits

        27,037    17,037          

      Change of Control Cut-Back

            (2,090,268        
                       

      TOTAL

        19,099,504    28,985,513    21,342,675    21,497,365  
                       
        

      Nicole S. Jones

          

      Severance

        581,138    3,423,413          

      Annual Incentive

        560,000              

      Vesting of Previously Awarded Long-Term
      Incentives

        3,717,660    11,466,657        8,136,186  

      Outplacement Services and Other Benefits

        26,327    16,327          

      Change of Control Cut-Back

                      
                       

      TOTAL

        4,885,125    14,906,397        8,136,186  
                       
        

      Matthew G. Manders

          

      Severance

        750,000    4,950,000          

      Annual Incentive

        900,000              

      Vesting of Previously Awarded Long-Term
      Incentives

        4,302,541    13,636,376        9,514,991  

      Outplacement Services and Other Benefits

        26,584    16,584          

      Change of Control Cut-Back

            (3,921,422        
                       

      TOTAL

        5,979,125    14,681,538        9,514,991  
                       

      62

      Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


      COMPENSATION MATTERS

      Involuntary Termination not for Cause (Column (a))

      Payments and benefits may be provided to NEOs whose employment is terminated because of job elimination or any other non-cause reason. If a NEO is terminated not for cause, there is no plan or formula that prescribes benefits that would be provided. Some of the benefits, such as severance payments or payments in the amount of the value of unvested restricted stock awards, would be subject to the discretion of the People Resources Committee. In exercising such discretion, the Committee typically considers length of service, target total compensation, and career plans following termination of employment.

      86    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
      GRAPHIC

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      From the range of possible decisions the People Resources Committee may make about payments and benefits, we have assumed for purposes of this estimate that a NEO would receive:

        An amount equal to one year of base salary.

        A prorated portion of that individual'sindividual’s annual incentive target for the year in which termination occurs. The total amount of the annual incentive payout for 20142015 was included in the estimate because it assumes termination at year-end.

        Payout of a prorated portion of previously awarded SPSs based on 100% of the 2012-20142013–2015 SPS award, 67% of the 2013-20152014–2016 SPS award and 33% of the 2014-20162015–2017 SPS award. The value shown for eachsuch NEO represents the number of SPSs multiplied by $102.91,$146.33, the December 31, 20142015 closing price of Cigna common stock.

        A lump sum payment equal to the value of unvested restricted stock, calculated by multiplying the number of shares of restricted stock forfeited upon termination, by the closing price on the assumed termination date, which was $102.91$146.33 on December 31, 2014.

        Outplacement services and Company-paid basic life insurance, each for a period of one year. For purposes of this estimate, a cost of $40,000 for outplacement services was used.

        2015. For Mr. Fritch, the restricted stock granted as part of his retention agreement would immediately vest and be delivered as shares in lieu of receiving a lump sum cash payout.

      Outplacement services and Company-paid basic life insurance, each for a period of one year. For purposes of this estimate, a cost of $25,000 for outplacement services was used.

      Previous separation agreements with executive officers required the officer to make certain promises, covenants and waivers, including non-competition and non-solicitation obligations and a general release, in exchange for the benefits and payments provided by Cigna.

      Pursuant to his retention agreement, upon a resignation for good reason, the vesting of Mr. Fritch'sFritch’s restricted stock awards would accelerate. Had Mr. Fritch resigned for good reason on December 31, 2014,2015, the value of this unvested restricted stock would have been $9,266,016.$13,175,553.

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      Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      63


      Termination upon a Change of Control (Column (b))COMPENSATION MATTERS

      Termination upon a Change of Control (Column (b))

      The payments and benefits discussed are entirely hypothetical and contingent in nature. However, if a change of control were to occur, executive officers who are terminated (other than as the result of conviction of a felony involving fraud or dishonesty directed against Cigna) within two years after a change of control would be entitled to the following payments and benefits:

        156 weeks of pay, at the base salary rate in effect at termination.

        Three-times the greater of the executive'sexecutive’s last annual incentive payout or the amount of the executive'sexecutive’s annual incentive target immediately before the change of control.

        The number of outstanding SPSs multiplied by the greatest of: 100%; the vesting percentage from the preceding performance period; or the average vesting percentage for the last two performance periods. For purposes of this estimate, a vesting percentage of 181%170.5% of target was used. The value shown for each NEO represents the number of SPSs estimated to vest multiplied by $102.91,$146.33, the closing price of Cigna common stock on December 31, 2014.
      2015.
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      COMPENSATION MATTERS  (CONTINUED)


        Unvested stock options and restricted stock awards would vest. Options would expire on the earlier of the original expiration date or three months after the termination date.

        Six months of outplacement services and life insurance for one year paid by the Company. For purposes of this estimate, a cost of $25,000$15,000 for outplacement services was used.

        For Mr. Fritch, benefits also would include the vesting of any unvested stock options previously granted while employed at HealthSpring and converted to Cigna equity upon the merger. The options would expire on their original expiration date.

      If, within two years after a change of control, any of the following changes affect an executive officer, and he or she then resigns following written notification to Cigna, the resignation will be treated as a termination upon a change of control: any reduction in compensation, any material reduction in authority, duties or responsibilities, or a relocation of the executive'sexecutive’s office more than 35 miles from its location on the date of the change of control.

      If any portion of the change of control benefits paid to an executive officer would be subject to an excise tax, then either (1) the executive will receive the full amount of the benefits and will pay any resulting excise tax or (2) the change of control benefits will be reduced enough to avoid the excise tax entirely, whichever alternative provides the executive with the greater amount of after-tax benefits. None of the termination upon change of control payments would have been subject to an excise tax as of December 31, 2014.

      64

      Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


      Early Retirement or Retirement (Column (c))COMPENSATION MATTERS

      Early Retirement or Retirement (Column (c))

      Upon early retirement (on or after age 55 and at least five years of service) or retirement (on or after age 65 and at least five years of service), the amount of any benefits or payments to an NEO is subject to the discretion of the People Resources Committee and/or the terms of any agreement executed by the Company and the retiring NEO that has been approved by the Committee. From the range of possible decisions the People Resources Committee may make about payments and benefits, we have assumed for purposes of this estimate a NEO would receive:

        A prorated portion of that individual'sindividual’s annual incentive target. The calculation includes the total annual incentive target for 20142015 because the estimate assumes termination at year-end.

      Payout of a prorated portion of previously awarded SPSs based on 100% of the 2012-20142013–2015 SPS award, 67% of the 2013-20152014–2016 SPS award and 33% of the 2014-20162015–2017 SPS award. The value shown for eachsuch NEO represents the number of SPSs held by the NEO multiplied by the closing price of Cigna common stock on December 31, 20142015 ($102.91)146.33).

      Vesting of any unvested options would be accelerated and the options would become exercisable at retirement and expire on the original expiration date. The calculation includes the gain on in-the-money exercisable options, assuming option exercises on December 31, 2014.

      in-the-money exercisable options, assuming option exercises on December 31, 2015.

      Vesting of any unvested Cigna restricted stock awards upon retirement, subject to the People Resources Committee'sCommittee’s approval.

      At December 31, 2014,2015, only Mr. McCarthy and Mr. Fritch were eligible for early retirement.

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      Death or Disability (Column (d))

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      Death or Disability (Column (d))

      If a NEO dies while still an active employee, certain benefits are available to that individual'sindividual’s estate or surviving spouse. Restrictions on restricted stock awards would lapse upon death or disability. In addition, vesting of any unvested options would be accelerated and the options would become exercisable and expire on the original expiration date.

      Upon death, the NEO'sNEO’s estate or the surviving spouse would also receive an immediate payout of 100% of the outstanding SPS awards for the 2014-20162014–2016 and 2015–2017 performance period.periods. Upon disability, the NEO's 2014-2016NEO’s 2014–2016 and 2015–2017 SPS awardawards would fully vest, but would not be paid out until the end of the performance period. Payment of outstanding SPS awards upon death or disability for priorthe 2013–2015 performance periodsperiod is subject to the discretion of the People Resources Committee. In accordance with past practice, the estimates assume that the NEO'sNEO’s estate or the surviving spouse would receive payment of a prorated portion of the SPSs based upon the following formula: 100% of the 2012-20142013–2015 SPS award; and 67% of the 2013-2015 SPS award. The SPS values reflect the Cigna common stock closing price on December 31, 2014 ($102.91); however the actual value would be determined (1) immediately upon death for the SPS awards for the 2014-2016 performance period; (2) upon disability, the year following the end of the 2014-2016 performance period; and (3) in the year following the end of each three-year performance period for the 2012-2014 and 2013-2015 awards.

      For Mr. Fritch, the amount would include 100% of the 2012-2014 SPS award (as required under his retention agreement); all other SPS awards follow Cigna's standard treatment as noted above.

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      COMPENSATION MATTERS

      Table of Contents


      COMPENSATION MATTERS  (CONTINUED)


      REPORT OF THE PEOPLE RESOURCES COMMITTEE

      The People Resources Committee of the Board of Directors reviewed and discussed with Cigna'sCigna’s management the Compensation Discussion and Analysis. Based on this review and discussion, the People Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 20142015 filed with the Securities and Exchange Commission. The Board accepted the Committee'sCommittee’s recommendation.

      People Resources Committee:

      William D. Zollars, Chair

      Eric J. Foss

      Jane E. Henney, M.D.

      John M. Partridge

      Eric C. Wiseman

      66

          

      PEOPLE RESOURCES COMMITTEE:




      William D. Zollars, Chair
      Eric J. Foss
      Jane E. Henney, M.D.
      John M. Partridge
      Eric C. Wiseman
      90    2015Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement
      GRAPHIC


      AUDIT MATTERS

      Ratification of Appointment of Independent Registered
      Public Accounting Firm (Proposal 3)

      Table of Contents


      AUDIT MATTERS


      RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3)

      The Board'sBoard’s Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company'sCompany’s financial statements. The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cigna'sCigna’s independent registered public accounting firm for 2015.2016. PricewaterhouseCoopers LLP has served as Cigna'sCigna’s independent registered public accounting firm since Cigna'sCigna’s formation in 1983. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the audit firm'sfirm’s lead engagement partner, the Chair of the Audit Committee and the Chairman of the Board are involved in the selection of PricewaterhouseCoopers LLP's newLLP’s lead engagement partner.

      The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company'sCompany’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment even though ratification is not legally required. If shareholders do not ratify this appointment, the Audit Committee will reconsider PricewaterhouseCoopers'PricewaterhouseCoopers’ appointment. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time of the year if it determines that such a change would be in the best interests of the Company and its shareholders.

      A representative from PricewaterhouseCoopers LLP is expected to attend the Annual Meeting, may make a statement, and will be available to respond to appropriate questions.

      The Board of Directors unanimously recommends that shareholders vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Cigna's independent registered public accounting firm.

      The Board of Directors unanimously recommends that shareholders vote FOR

      the ratification of the

      appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm.

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      67


      Policy for the Pre-Approval of Audit and Permissible Non-Audit ServicesAUDIT MATTERS

      Policy for the Pre-Approval of Audit and Permissible Non-Audit Services

      The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company'sCompany’s independent registered public accounting firm. Specifically:

        The full Audit Committee pre-approves all audit, review and attest services and their related fees. The Audit Committee has oversight of fee negotiations with the independent registered public accounting firm.

      The General Auditor and Chief Risk Officer (CRO) for the Company presents to the full Audit Committee a schedule, accompanied by detailed documentation, listing all audit and permissible non-audit services expected to be performed by the Company'sCompany’s independent registered public accounting firm during the calendar year. In the case of any additional permissible non-audit services concerning internal control over financial reporting and any tax service, the independent registered public accounting firm includes a written description of the scope of service and other information about the proposed service. The Audit Committee reviews the schedule and documentation, and pre-approves the audit and permissible non-audit services it deems appropriate.
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      AUDIT MATTERS  (CONTINUED)


        For additional audit and permissible non-audit services that arise during the calendar year, the CRO presents an updated schedule reflecting the additional services for review and consideration for pre-approval by the Audit Committee. After the CRO's presentation of the schedules as described above and, if applicable, a discussion with the Company's independent registered public accounting firm regarding the potential effects of any permissible non-audit services related to internal control over financial reporting or permissible tax services on the independence of the Company's independent registered public accounting firm, the Audit Committee will approve those audit and permissible non-audit services it deems appropriate and necessary.

      additional services for review and consideration for pre-approval by the Audit Committee. After the CRO’s presentation of the schedules as described above and, if applicable, a discussion with the Company’s independent registered public accounting firm regarding the potential effects of any permissible non-audit services related to internal control over financial reporting or permissible tax services on the independence of the Company’s independent registered public accounting firm, the Audit Committee will approve those audit and permissible non-audit services it deems appropriate and necessary.

      The policy allows the pre-approval of additional audit and permissible non-audit services to be delegated to one or more Audit Committee members so long as the proposed services do not exceed $250,000 individually. Any services approved in this manner must be reported to the full Audit Committee at its next regularly scheduled meeting.

      The CRO reports to the Audit Committee at each meeting on any non-audit services performed by the independent registered public accounting firm and on fees incurred for any services performed by the independent registered public accounting firm. Annually,At each in-person meeting, the CRO reports to the Audit Committee the projected ratio between audit and non-audit fees of the independent registered public accounting firm.

      68

      Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


      Fees to Independent Registered Public Accounting FirmAUDIT MATTERS

      Fees to Independent Registered Public Accounting Firm

      Aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for the audit of financial statements for the fiscal years ended December 31, 20142015 and December 31, 2013,2014, and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods were as follows:

        2015  2014 

      Audit Fees

       $11,396,000   $10,817,000  

      Audit-Related Fees

        2,482,000    1,399,000  

      Tax Fees

        347,000    508,000  

      All Other Fees

        579,000    367,000  

      TOTAL

       $14,804,000   $13,091,000  

               

       

       

       
      2014

       

      2013

       

       

       

      Audit Fees

       $10,817,000 $  9,354,000  

      ​  

       

      Audit-Related Fees

       1,399,000 1,382,000 

       

       

      Tax Fees

       508,000 547,000  

      ​  

       

      All Other Fees

       367,000 282,000 

       

       

      TOTAL

       $13,091,000 $11,565,000  

        Audit fees include the audit of annual financial statements; the review of quarterly financial statements; the performance of statutory audits; quarterly comfort letter work; and the evaluation of the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.

        Audit-related fees include assurance and related services that were reasonably related to the audit of annual financial statements and reviews of quarterly financial statements, but not reported under Audit Fees. Audit-related fees include: employee benefit plan audits; internal control reviews (e.g., Statement of Standards for Attestation Engagements No.16No. 16 reports); consultation

        concerning financial accounting and reporting standards;

        agreed upon procedures; due diligence purchase accounting; and regulatory examinations.

        Tax fees include tax recovery services, tax consulting and tax compliance services.

        All other fees include professional services rendered by PricewaterhouseCoopers LLP not reported in any other category and include pre-approved business process advisory and other services that, for 2014,2015, relate primarily to an information technology assessment, of a key technology projectmarket demographics assessment, regulatory training and a data extraction review.an assessment related to the transition to the new financial reporting standard applicable in the U.K.

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      69


      AUDIT MATTERS

      Table of Contents


      AUDIT MATTERS  (CONTINUED)


      REPORT OF THE AUDIT COMMITTEE

      Cigna maintains an independent Audit Committee that operates under a written charter adopted by the Board of Directors. All of the members of the Audit Committee are independent (as defined in the listing standards of the New York Stock Exchange, SEC regulations and Cigna'sCigna’s independence standards).

      Cigna'sCigna’s management has primary responsibility for preparing Cigna'sCigna’s financial statements and establishing and maintaining financial reporting systems and internal controls. Management also is responsible for reporting on the effectiveness of Cigna'sCigna’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of Cigna'sCigna’s consolidated financial statements and issuing a report on these financial statements. The independent registered public accounting firm also is responsible for, among other things, issuing an attestation report on the effectiveness of Cigna'sCigna’s internal control over financial reporting based on its audit. As provided in the Audit Committee'sCommittee’s charter, the Audit Committee'sCommittee’s responsibilities include oversight of these processes. As part of its oversight responsibilities, the Audit Committee meets periodically with Cigna'sCigna’s CRO, Chief Accounting Officer, General Counsel, Chief Financial Officer and independent registered public accounting firm, with and without management present, to discuss the adequacy and effectiveness of Cigna'sCigna’s internal controls and the quality of the financial reporting process.

      In this context, before Cigna filed its Annual Report on Form 10-K for the year ended December 31, 20142015 (Form 10-K) with the Securities and Exchange Commission, the Audit Committee:

        Reviewed and discussed with Cigna'sCigna’s management the audited consolidated financial statements included in the Form 10-K and considered management'smanagement’s view that the financial statements present fairly, in all material respects, the financial condition and results of operations of Cigna.

        Reviewed and discussed with Cigna'sCigna’s management and with the independent registered public accounting firm, PricewaterhouseCoopers LLP, the effectiveness of Cigna'sCigna’s internal control over financial reporting as well as management'smanagement’s report and PricewaterhouseCoopers LLP'sLLP’s attestation on the subject.

        Discussed with PricewaterhouseCoopers LLP matters related to the conduct of its audit that are required to be communicated by auditors to audit committees and matters related to the fair presentation of Cigna'sCigna’s financial condition and results of operations, including critical accounting estimates and judgments.

        Received the required written communications from PricewaterhouseCoopers LLP that disclose all relationships that may reasonably be thought to bear on its independence and to confirm its independence. Based on these communications, the Audit Committee discussed with PricewaterhouseCoopers LLP its independence from Cigna.

        Discussed with each of Cigna'sCigna’s Chief Executive Officer and Chief Financial Officer their required certifications contained in Cigna'sCigna’s Form 10-K.
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      AUDIT MATTERS  (CONTINUED)


      Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that such audited consolidated financial statements be included in Cigna'sCigna’s Annual Report on Form 10-K for the year ended December 31, 20142015 for filing with the Securities and Exchange Commission.

      Audit Committee:

      Roman Martinez IV, Chair

      Michelle D. Gass

      James E. Rogers

      Donna F. Zarcone

      70

          

      AUDIT COMMITTEE:




      Donna F. Zarcone, Chair
      Michelle D. Gass
      Roman Martinez IV
      James E. Rogers
      94    2015Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement
      GRAPHIC


      OWNERSHIP OF CIGNA COMMON STOCK

      Stock Held by Directors, Nominees and Executive Officers

      Table of Contents


      OWNERSHIP OF CIGNA COMMON STOCK


      STOCK HELD BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

      The following table provides information as of January 31, 2015February 1, 2016 about the amount of Cigna common stock beneficially owned by each director, nominee and executive officer named in the Summary Compensation tableTable (named executive officers) and the amount of Cigna common stock beneficially owned by the directors, nominees and named executive officers as a group. In general, "beneficial ownership"“beneficial ownership” includes those shares a director, nominee or executive officer has the power to vote or transfer (even if another person is the record owner), and stock options that are exercisable as of January 31, 2015February 1, 2016 or that may become exercisable within 60 days.

                
                

       

       

      Name








      Amount and
      Nature of
      Beneficial
      Ownership(1)






      Percent of
      Class



      ​  

       

      Directors and Nominees

         

       

       

      Isaiah Harris, Jr.(2)

        13,500 *  

      ​  

       

      Eric J. Foss

       9,677 * 

       

       

      Michelle D. Gass

        1,413 *  

      ​  

       

      Jane E. Henney, M.D.(2)

       14,000 * 

       

       

      Roman Martinez IV(2)

        22,996 *  

      ​  

       

      John M. Partridge

       20,711 * 

       

       

      James E. Rogers(2)

         *  

      ​  

       

      Eric C. Wiseman(2)

       4,200 * 

       

       

      Donna F. Zarcone(2)

        19,471 *  

      ​  

       

      William D. Zollars(2)

       13,500 * 

       

       

      Named Executive Officers

             

      ​  

       

      David M. Cordani

       1,536,022 * 

       

       

      Thomas A. McCarthy

        191,210 *  

      ​  

       

      Herbert A. Fritch

       1,006,898 * 

       

       

      Matthew G. Manders

        169,929 *  

      ​  

       

      Jason D. Sadler

       39,091 * 

       

       

      All Directors, Nominees and Executive Officers as a group including those named above (19 Persons)

        3,388,694 1.3%  
      *
      Less than 1% of the outstanding common stock.

      (1)
      Includes, in addition to wholly owned shares:

      shares of restricted common stock in the amount of 90,040 for Mr. Fritch;

      13,500 vested restricted stock units that settle in common stock upon separation of service held by each of Messrs. Harris, Martinez and Zollars, Dr. Henney and Ms. Zarcone;

      shares acquirable within 60 days of January 31, 2015 by exercising stock options in the amount of 1,101,633 for Mr. Cordani; 120,375 for Mr. McCarthy; 687,529 for Mr. Fritch; 92,604 for Mr. Manders; 20,033 for Mr. Sadler; and an aggregate of 99,772 for other executive officers; and

      holdings in Cigna Stock Funds of 401(k) Plan in the amount of 1,639 for Mr. Cordani and 1,168 for Mr. McCarthy.

      NAME

       

        

       

      AMOUNT AND NATURE OF

      BENEFICIAL OWNERSHIP(1)

       

           

       

      PERCENT
      OF CLASS

       

       

       

      Directors and Nominees

       

            

       

      Eric J. Foss

       

        

       

       

       

       

      11,017

       

       

        

       

           *  

       

      Michelle D. Gass

       

        

       

       

       

       

      2,753

       

       

        

       

           *  

       

      Isaiah Harris, Jr.(2)

       

        

       

       

       

       

      13,500

       

       

        

       

           *  

       

      Jane E. Henney, M.D.(2)

       

        

       

       

       

       

      15,340

       

       

        

       

           *  

       

      Roman Martinez IV(2)

       

        

       

       

       

       

      22,996

       

       

        

       

           *  

       

      John M. Partridge

       

        

       

       

       

       

      30,871

       

       

        

       

           *  

       

      James E. Rogers(2)

       

        

       

       

       

       

       

       

        

       

           *  

       

      Eric C. Wiseman(2)

       

        

       

       

       

       

      4,200

       

       

        

       

           *  

       

      Donna F. Zarcone(2)

       

        

       

       

       

       

      19,471

       

       

        

       

           *  

       

      William D. Zollars(2)

       

        

       

       

       

       

      14,471

       

       

        

       

           *  

       

      Named Executive Officers

       

            

       

      David M. Cordani

       

         

       

      1,411,614

       

        

       

           *  

       

      Thomas A. McCarthy

       

         

       

      232,789

       

        

       

           *  

       

      Herbert A. Fritch

       

         

       

      641,250

       

        

       

           *  

       

      Nicole S. Jones

       

         

       

      103,481

       

        

       

           *  

       

      Matthew G. Manders

       

         

       

      179,399

       

        

       

           *  

      All Directors, Nominees and Executive Officers as a group including those named above (19 Persons)

         3,045,593       1.2

      *Less than 1% of the outstanding common stock.

      (1)Includes, in addition to wholly owned shares owned on February 1, 2016:

      shares of restricted common stock in the amount of 45,020 for Mr. Fritch and 1,291 for Ms. Jones;

      13,500 vested restricted stock units that settle in common stock upon separation of service held by each of Messrs. Harris, Martinez and Zollars, Dr. Henney and Ms. Zarcone;

      shares acquirable within 60 days of February 1, 2016 by exercising stock options in the amount of 992,961 for Mr. Cordani; 147,877 for Mr. McCarthy; 356,989 for Mr. Fritch; 65,878 for Ms. Jones; 104,527 for Mr. Manders; and an aggregate of 178,387 for other executive officers;

      holdings in the Cigna stock fund of Cigna’s 401(k) Plan in the amount of 1,639 for Mr. Cordani; 1,168 for Mr. McCarthy, 1,313 for Ms. Jones; and an aggregate of 3,782 for other executive officers; and

      shares paid upon the vesting of the 2013–2015 SPS program in the amount of 137,020 for Mr. Cordani; 21,545 for Mr. McCarthy; 27,802 for Mr. Fritch; 22,631 for Ms. Jones; 27,073 for Mr. Manders; and an aggregate of 45,562 for other executive officers.

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      Table of Contents


      OWNERSHIP OF CIGNA COMMON STOCK  (CONTINUED)


      (2)
      The table below details as of January 31, 2015 certain other securities the value of which is directly tied to the value of Cigna stock, as described on page 38 of this Proxy Statement. Under SEC rules, deferred common stock and hypothetical shares of common stock are not considered beneficially owned and are therefore not included on the table above.

                 
                 

       

       

       
      Name






        
      Deferred Common Stock







      Hypothetical Shares of
      Common Stock




        Isaiah Harris, Jr.    23,236  
      ​   Jane E. Henney, M.D.  19,024 
        Roman Martinez IV  19,044  15,410  
      ​   James E. Rogers 33,784 9,202 
        Eric C. Wiseman  8,381  1,263  
      ​   Donna F. Zarcone 4,494 2,795 
        William D. Zollars    9,778  

      Additional Information about Stock Held by Directors, Director Nominees and Executive OfficersOWNERSHIP OF CIGNA COMMON STOCK

      (2)The table below details as of February 1, 2016 certain other securities the value of which is directly tied to the value of Cigna stock, as described on page 26 of this Proxy Statement. Under SEC rules, deferred common stock and hypothetical shares of common stock are not considered beneficially owned and are therefore not included on the table above.

      NAME

       

       

            DEFERRED COMMON STOCK      

       

       

                 HYPOTHETICAL SHARES            

      OF COMMON STOCK

       

      Isaiah Harris, Jr.

       

         

       

       

       

       

         

       

      23,242

       

       

       

      Jane E. Henney, M.D.

       

         

       

       

       

       

         

       

      19,024

       

       

       

      Roman Martinez IV

       

         

       

      20,384

       

       

       

         

       

      15,414

       

       

       

      James E. Rogers

       

         

       

      35,124

       

       

       

         

       

      9,913

       

       

       

      Eric C. Wiseman

       

         

       

      9,721

       

       

       

         

       

      2,121

       

       

       

      Donna F. Zarcone

       

         

       

      5,834

       

       

       

         

       

      2,795

       

       

       

      William D. Zollars

       

         

       

       

       

       

         

       

      9,779

       

       

       

      Additional Information about Stock Held by Directors, Director Nominees and Executive Officers

      Directors, director nominees and executive officers as a group beneficially own approximately 1.316%1.2% of the outstanding common stock. These beneficial ownership percentages do not include any common stock equivalents and are based on 258,442,718255,766,905 shares of common stock outstanding on January 31, 2015.February 1, 2016.

      On January 31, 2015,February 1, 2016, the Cigna stock fund of Cigna'sCigna’s 401(k) plan held a total of 5,917,9175,541,664 shares, or approximately 2.3%2.2% of the outstanding common stock on that date. A Cigna management advisory committee determines how the shares held in the Cigna stock fundsfund will be voted only to the extent the plans'plans’ individual participants do not give voting instructions.

      The directors, director nominees and executive officers control the voting and investment of all shares of common stock they own beneficially.

      The address for each individual in the table above is c/o Cigna Corporation, 900 Cottage Grove Road, Bloomfield, Connecticut 06002.

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      OWNERSHIP OF CIGNA COMMON STOCK

      Table of Contents


      OWNERSHIP OF CIGNA COMMON STOCK  (CONTINUED)


      Stock Held by Certain Beneficial Owners STOCK HELD BY CERTAIN BENEFICIAL OWNERS

      The following table and notes provide information about beneficial owners of more than five percent of Cigna'sCigna’s common stock. The percent of class reported in the table below is based on 258,442,718255,766,905 shares of Cigna common stock outstanding as of January 31, 2015.

                 
                 

       

       

       
        
        
      Name and Address of Beneficial Owner










      Amount and
      Nature of
      Beneficial
      Ownership











        
        
      Percent
      of Class






        BlackRock, Inc.
      55 East 52nd Street
      New York, NY 10022
        17,442,610(1) 6.7%  
      ​   The Vanguard Group
      100 Vanguard Blvd.
      Malvern, PA 19355


       
      14,047,192(2)5.4% 
      (1)
      Based on information as of December 31, 2014 contained in an amended Schedule 13G filed with the SEC on February 9, 2015 by BlackRock, Inc. The amended Schedule 13G indicates that BlackRock, Inc. has sole voting power with respect to 14,978,127 shares and sole dispositive power with respect to all of the shares.

      (2)
      Based on information as of December 31, 2014 contained in a Schedule 13G filed by The Vanguard Group, Inc. on February 11, 2015. According to this Schedule 13G, The Vanguard Group beneficially owns and has the sole power to dispose of or direct the disposition of 13,614,792 of these shares and has the shared power to dispose of or direct the disposition of 432,400 of these shares; and has the sole power to vote or to direct the vote of 455,308 of these shares. According to this Schedule 13G, Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, beneficially owns 354,947 of these shares and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of the Vanguard Group beneficially owns 177,814 of these shares.
      1, 2016.

      NAME AND ADDRESS

      OF BENEFICIAL OWNER

      AMOUNT AND NATURE OF

      BENEFICIAL OWNERSHIP

      PERCENT

              OF CLASS        

      BlackRock, Inc.

      55 East 52nd Street

      New York, NY 10022

      17,728,719(1)6.9%

      The Vanguard Group

      100 Vanguard Blvd.

      Malvern, PA 19355

      14,775,756(2)5.8%

      Dodge & Cox

      555 California Street 40th Floor

      San Francisco, CA 94104

      13,515,865(3)5.3%

      (1)Based on information as of December 31, 2015 contained in an amended Schedule 13G filed with the SEC on February 10, 2016 by BlackRock, Inc. The amended Schedule 13G indicates that BlackRock, Inc. has sole voting power with respect to 15,445,029 shares; shared voting power with respect to 1,800 shares; sole dispositive power with respect to 17,726,919 shares; and shared dispositive power with respect to 1,800 shares.

      (2)Based on information as of December 31, 2015 contained in an amended Schedule 13G filed with the SEC on February 11, 2016 by The Vanguard Group. The amended Schedule 13G indicates that The Vanguard Group has sole voting power with respect to 482,015 shares; shared voting power with respect to 25,800 shares; sole dispositive power with respect to 14,266,049 shares; and shared dispositive power with respect to 509,707 shares. According to the amended Schedule 13G, Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., beneficially owns 403,554 of these shares and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., beneficially owns 184,614 of these shares.

      (3)Based on information as of December 31, 2015 contained in a Schedule 13G filed with the SEC on February 12, 2016 by Dodge & Cox. The Schedule 13G indicates that Dodge & Cox has sole voting power with respect to 12,778,065 shares and sole dispositive power with respect to all of the shares.

      SECTIONSection 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
      Beneficial Ownership Reporting Compliance

      Cigna directors and executive officers are required to file reports of their holdings and transactions in Cigna securities with the Securities and Exchange Commission. Based on these reports and representations from our directors and executive officers, the Company believes that all reports due in 20142015 were timely filed.

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      Table of Contents


      2016 ANNUAL MEETING AND RELATED MATTERS


      When do you expect to holdANNUAL MEETING INFORMATION

      Questions and Answers About the Proxy Materials

      Why did I receive proxy materials? What is included in the proxy materials?

      Our Board of Directors is soliciting your proxy to vote at the 2016 Annual Meeting of Shareholders. You received proxy materials because you owned shares of Cigna common stock on February 29, 2016, the record date, and that entitles you to vote at the Annual Meeting.

      Proxy materials include the notice of annual meeting of shareholders, the proxy statement and our annual report on Form 10-K for the year ended December 31, 2015. If you received paper copies, the proxy materials also include a proxy card or voting instruction form. The proxy statement describes the matters on which the Board of Directors would like you to vote, and provides information about Cigna that we must disclose under Securities and Exchange Commission regulations when we solicit your proxy.

      Your proxy will authorize specified persons, each of whom also are referred to as a proxy, to vote on your behalf at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the meeting in person. The written document by which you authorize a proxy to vote on your behalf is referred to as a proxy card.

      Why did I receive a “Notice of Internet Availability of Proxy Materials” instead of printed copies of the proxy statement and annual report?

      Cigna has elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. On March 18, 2016, we mailed to shareholders a notice of the Internet availability of proxy materials containing instructions on how to access our proxy materials online. We believe electronic delivery will lower costs and reduce the environmental impact of our Annual Meeting because we will print and mail fewer full sets of materials.

      You may request to receive printed proxy materials by following the instructions contained in the notice of Internet availability. You also may contact Cigna Shareholder Services at the address listed on page 78.

      How can I get electronic access to the proxy materials?

      The proxy materials are available for viewing atwww.envisionreports.com/ci. The notice of Internet availability of proxy materials also provides instructions on how to:

      view our proxy materials on the Internet;

      vote your shares after you have viewed the proxy materials; and

      select a future delivery preference of paper or electronic copies of the proxy materials.

      For shareholders who received a printed copy of our materials, you still may choose to receive proxy materials electronically in the future. If you choose to do so, you will receive an email with instructions containing electronic links to the proxy materials for next year’s annual meeting and the proxy voting site.

      If you hold your shares through a bank, broker or other custodian, you also may have the opportunity to receive the proxy materials electronically. Please check the information contained in the documents provided to you by your bank, broker or other custodian.

      We encourage you to take advantage of the availability of the proxy materials electronically to help reduce the environmental impact of the Annual Meeting.

      74

      Cigna2016 annual meetingNotice of shareholders?Annual Meeting of Shareholders and Proxy Statement


      ANNUAL MEETING INFORMATION

      Questions and Answers About Voting

      What am I voting on at the Annual Meeting?

      PROPOSAL ITEM 

      BOARD
      RECOMMENDATION

       

       PAGE  
      1 

      Election of the four director nominees named in this proxy statement for terms expiring in April 2017

       

       

      VoteFOR each of

      the nominees

       

       7
      2

       

       

      Advisory approval of executive compensation

       

       

      VoteFOR

       

       27

       

      3 

      Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016

       

       VoteFOR 68

      Could other matters be decided at the Annual Meeting?

      We expectare not aware of any other matters that will be presented and voted upon at the Annual Meeting. The proxies will have discretionary authority, to the extent permitted by law, to decide how to vote on other matters that may come before the Annual Meeting.

      How many votes can be cast by all shareholders?

      Each share of Cigna common stock is entitled to one vote on each of the four directors to be elected and one vote on each of the other matters properly presented at the Annual Meeting. We had 256,253,389 shares of common stock outstanding and entitled to vote on February 29, 2016.

      How many votes must be present to hold the 2016 annual meetingAnnual Meeting?

      At least two-fifths of the issued and outstanding shares entitled to vote, or 102,501,356 shares, present in person or by proxy, are needed for a quorum to hold the Annual Meeting. Abstentions and broker non-votes (discussed below) are included in determining whether a quorum is present. We urge you to vote by proxy even if you plan to attend the Annual Meeting. This will help us know that enough votes will be present to hold the meeting.

      How many votes are needed to approve each proposal? How do abstentions or broker non-votes affect the voting results?

      The following table summarizes the vote threshold required for approval of each proposal and the effect on the outcome of the vote of abstentions and uninstructed shares held by brokers (referred to as broker non-votes). When a beneficial owner does not provide voting instructions to the institution that holds the shares in street name, brokers may not vote those shares in matters deemed non-routine. Proposals 1 and 2 below are non-routine matters.

      PROPOSAL
      NUMBER
      ITEM

      VOTE REQUIRED
      FOR APPROVAL

      EFFECT OF
      ABSTENTIONS

      EFFECT OF BROKER
      NON-VOTES
      1

      Election of directors

      Majority of votes cast

      No effect

      Not voted/No effect

      2

      Advisory approval of

      executive compensation

      Majority of shares present

      and entitled to vote

      Counted
      “against”

      Not voted/No effect

      3

      Ratification of the
      appointment of

      independent auditor

      Majority of shares present and entitled to vote

      Counted
      “against”

      No broker non-votes; shares are voted by brokers in their discretion

      Signed but unmarked proxy cards will be voted “for” proposals 1, 2 and 3. Shares held by the Cigna stock fund of the Cigna 401(k) Plan that are not voted timely or properly, will be voted by the plan trustees as instructed by Cigna’s Retirement Plan Committee.

      LOGO

      Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      75


      ANNUAL MEETING INFORMATION

      How do I vote if I own shares as a record holder?

      If your name is registered on Cigna’s shareholder records as the owner of shares, you are the “record holder.” This may include shares held at Computershare from restricted stock that has vested, shares acquired through an option exercise and shares issued in settlement of SPS awards. If you hold shares as a record holder, there are four ways that you can vote your shares.

      Over the Internet. Vote atwww.envisionreports.com/ci. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Time on Tuesday, April 26, 2016. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

      By telephone. Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Time on Tuesday, April 26, 2016. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

      By mail. If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. If you received only a notice of Internet availability but want to vote by mail, the notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be counted, we must receive it before 8:00 a.m. Eastern Time on Wednesday, April 27, 2016.

      In person. Attend the Annual Meeting, or send a personal representative with a valid legal proxy.

      Please note that you cannot vote using the notice of Internet availability of proxy materials. The notice identifies the items of business and describes how to vote, but you cannot vote by marking the notice and returning it.

      How do I vote if my Cigna shares are held by a bank, broker or custodian?

      If your shares are held by a bank, broker or other custodian (commonly referred to as shares held “in street name”), the holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the Internet or by telephone. Unless you provide voting instructions, your shares will not be voted on any matter except for ratifying the appointment of our independent auditors. To ensure that your shares are counted in the election of directors and the advisory approval of executive compensation, we

      encourage you to provide instructions on how to vote your shares.

      If you hold shares in street name and want to vote in person at the Annual Meeting, you will need to ask your bank, broker or custodian to provide you with a valid legal proxy. You will need to bring the proxy with you to the Annual Meeting in order to vote. Please note that if you request a legal proxy from your bank, broker or custodian, any previously executed proxy will be revoked and your vote will not be counted unless you vote in person at the Annual Meeting or appoint another valid legal proxy to vote on your behalf.

      How do I vote if my Cigna shares are held by Fidelity in an employee stock account?

      Employee stock accounts maintained by Fidelity include unvested restricted stock that is votable if held on the record date. You should follow the rules above for voting shares held as a record holder.

      How do I vote shares held in the Cigna stock fund of the Cigna 401(k) Plan?

      If you have money invested in the Cigna stock fund of the Cigna 401(k) Plan, you may provide voting instructions as to the number of shares allocated to your account on the record date. However, you have an earlier deadline for submitting voting instructions. Your voting instructions must be received by 11:59 p.m. Eastern Time on Thursday, April 21, 2016. You may vote over the Internet, by telephone or by mail (as described above), but you maynot vote shares allocated to your 401(k) accounts in person at the Annual Meeting. The plan trustees will vote such shares in accordance with your voting instructions if they are received timely. If you do not send instructions by the April 21, 2016 deadline, you do not vote or you return your proxy card with unclear voting instructions or no voting instructions, the plan trustees will vote the number of shares allocated to your 401(k) account as instructed by Cigna’s Retirement Plan Committee. Your voting instructions will be kept confidential under the terms of the plan.

      Shares allocated to your 401(k) account, shares held in an employee stock account with Fidelity or shares held at a time and locationComputershare may be aggregated on one proxy card. Please note that if voting instructions are submitted after 11:59 p.m. Eastern Time on Thursday, April 21, 2016, your vote will be counted for any shares held in your employee stock accounts at Fidelity or Computershare, but not with respect to be announced later. The Board may change this date in its discretion.shares allocated to your 401(k) account.

      76

      Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement


      How does a shareholder submit a proposal or nomination of a director candidate for the 2016 annual meeting?ANNUAL MEETING INFORMATION

      The following summarizes the requirements for shareholder proposals.

        Can I change my vote?

        Yes. If you intend to submitare a proposal to be included in next year'srecord holder, you may:

        Enter new instructions by telephone or Internet voting before 11:59 p.m. Eastern Time on Tuesday, April 26, 2016;

        Send a new proxy statement pursuant to SEC Rule 14a-8,card with a later date than the Corporate Secretarycard submitted earlier. We must receive your proposalnew proxy card before 8:00 a.m. Eastern Time on or before November 14, 2015. Submitting a shareholder proposal does not guarantee that Cigna will include the proposal in the proxy statement if the proposal does not satisfy the SEC's rules.

        If you want to present your proposal at the 2016 annual meeting but are not proposing it pursuant to SEC Rule 14a-8, the Corporate Secretary must receive your proposal by the close of business on January 23, 2016 and it must satisfy the requirements set forth in Article II, Section 12 of Cigna's By-Laws.
      Wednesday, April 27, 2016;

      If you would like to nominate a candidate for director at the 2016 annual meeting, you must notify the Corporate Secretary by the close of business on January 23, 2016. The notice must include certain information, specified in Cigna's By-Laws, about you and your nominee.

      Correspondence

      Write to the Corporate Secretary mayat the address listed below. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate Secretary before 8:00 a.m. Eastern Time on Wednesday, April 27, 2016; or

      Vote in person (or send a personal representative with a valid proxy) at the Annual Meeting, which will automatically cancel any proxy previously given.

      If you hold your shares in street name, you may:

      Submit new voting instructions in the manner provided by your bank, broker or other custodian; or

      Contact your bank, broker or other custodian to request a proxy to vote in person at the Annual Meeting.

      Written notices of revocation and other communications about revoking Cigna proxies should be addressed to:to Corporate Secretary, Cigna Corporation, Two Liberty Place, 167th Floor, 1601 Chestnut Street, Philadelphia, PAPennsylvania 19192-1550.

      Who will count the votes? Is my vote confidential?

      Computershare has been appointed Inspector of Election for the Annual Meeting. The Inspector of Election will determine the number of shares outstanding, the shares represented at the Annual Meeting, the existence of a quorum, and the validity of proxies and ballots, and will count all votes and ballots.

      All votes are confidential. Your voting records will not be disclosed to us, except as required by law, in contested Board elections or certain other limited circumstances.

      Who pays for the proxy solicitation and how will Cigna solicit votes?

      Cigna pays the cost of preparing our proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers, employees and agents by

      telephone, electronic or facsimile transmission or in person. We will enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse them for their related out-of-pocket expenses. In addition, we have engaged Georgeson, Inc. to assist in soliciting proxies. Cigna will pay Georgeson a fee of approximately $15,000 plus reasonable out-of-pocket expenses.

      How can I communicate with the Board of Directors?

      Where can I find the voting results of the Annual Meeting?

      We will publish the voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC. The Form 8-K will be available online atwww.cigna.com/aboutus/sec-filings within four business days following the end of our Annual Meeting.

      How can I communicate with the Board of Directors?

      Shareholders and interested parties may contact the Board of Directors, the Chairman, the independent directors, or specific individual directors by submitting an e-mail to DirectorAccessMailbox@cigna.com. Shareholders and interested parties also may send written correspondence to Director Access, Attention: Office of the Corporate Secretary, Cigna Corporation, Two Liberty Place, 167th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550.

      The Corporate Secretary will compile all communications other than routine commercial solicitations and opinion surveys sent to Board members and periodically submit them to the Board. Communications addressed to individual directors at the director address will be submitted to such individual directors. The Corporate Secretary also will promptly advise the appropriate member of management of any concerns relating to Cigna'sCigna’s products or services, and the Corporate Secretary will notify the Board of the resolution of those concerns.

      How does a shareholder submit a proposal or nomination of a director candidate for the 2017 annual meeting?

      The following summarizes the requirements for shareholder proposals.

      If you intend to submit a proposal to be included in next year’s proxy statement pursuant to SEC Rule 14a-8, the Corporate Secretary must receive your proposal on or before November 18, 2016. Submitting a shareholder proposal does not guarantee that Cigna will include the proposal in the proxy statement if the proposal does not satisfy the SEC’s rules.

      If you want to present your proposal at the 2017 annual meeting but are not proposing it pursuant to SEC Rule 14a-8, the Corporate Secretary must receive your proposal by the close of business on January 27, 2017 and it must satisfy the requirements set forth in Article II, Section 12 of Cigna’s By-Laws.

      LOGO

      Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      77


      How do I obtain copies of Cigna's corporate governance and other company documents?ANNUAL MEETING INFORMATION

      If you would like to nominate a candidate for director at the 2017 annual meeting, you must notify the Corporate Secretary by the close of business on January 27, 2017. The notice must include certain information, specified in Cigna’s By-Laws, about you and your nominee.

      Correspondence to the Corporate Secretary may be addressed to: Corporate Secretary, Cigna Corporation, Two Liberty Place, 7th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550.

      How do I obtain copies of Cigna’s corporate governance and other company documents?

      The Board Practices,Guidelines, committee charters and Cigna'sCigna’s Code of Ethics and the Director Code of Business Conduct and Ethics are posted atwww.cigna.com/about-us/corporate-governance.corporate-governance/. In addition, these documents are available in print to any shareholder who submits a written request to the Corporate Secretary at the address listed above.

      The Company'sCompany’s filings with the SEC, including its annual report on Form 10-K, are available throughwww.cigna.com/about-us/investors/quarterly-reports-and-sec-filings.

      98    2015 Notice of Annual Meeting of Shareholders and Proxy Statement
      GRAPHIC

      Table of Contents

      investors.


      2016 ANNUAL MEETING AND RELATED MATTERS  (CONTINUED)


      If you are a shareholder and did not receive an individual copy of this year'syear’s proxy statement, annual report or notice of Internet availability of proxy materials, we will promptly send a copy to you if you address a written request to Shareholder Services, Cigna Corporation, Two Liberty Place, 5th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550. You may also contact Shareholder Services at (215) 761-3516 or shareholderservices@cigna.com.

      What is householding and how does it affect me?

      What is householding and how does it affect me?

      If you and other residents at your mailing address own shares of Cigna stock in "street“street name," your broker or bank should have notified you that your household will receive only one proxy statement and annual report or notice of Internet availability of proxy materials, but each shareholder who resides at your address will receive a separate proxy card or voting instruction form. This practice is known as "householding."“householding.” Unless you responded that you did not want to participate in householding, you were deemed to have consented to the process. Householding benefits both you and Cigna because it reduces the volume of duplicate information received at your household and helps Cigna reduce expenses and conserve natural resources.

      If you would like to receive your own set of Cigna'sCigna’s proxy statement and annual report or your own notice of Internet availability of proxy materials in the future, or if you share an address with another Cigna shareholder and together both of you would like to receive only a single set of Cigna'sCigna’s proxy materials, please contact Broadridge,

      Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or (800) 542-1061. The request must be made by each person in the household. Be sure to indicate your name, the name of your brokerage firm or bank, and your account number. The revocation of your consent to householding will be effective 30 days following its receipt.

      IMPORTANT INFORMATION IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON

      You must have an admission ticket, as well as a valid form of government-issued photo identification, in order to be admitted to the Annual Meeting. If you are a Cigna shareholder of record and received a printed copy of Cigna’s proxy materials, you must bring the admission ticket portion of your proxy card to be admitted to the Annual Meeting. If you are a beneficial owner and your shares are held in the name of a broker, bank or other nominee, you must request an admission ticket in advance by mailing a request, along with proof of your ownership of Cigna common stock as of the close of business on the Cigna record date of February 29, 2016, to Corporate Secretary, Cigna Corporation, Two Liberty Place, 7th Floor, 1601 Chestnut Street, Philadelphia, Pennsylvania 19192-1550. Proof of ownership would be a bank or brokerage account statement in your name showing the number of shares of Cigna common stock held by you on the Cigna record date or a letter from your broker, bank or other nominee certifying the amount of your beneficial ownership interest as of the close of business on the Cigna record date.

      If you wish to appoint a representative to attend the Annual Meeting in your place, you must provide to the Corporate Secretary, Cigna Corporation, Two Liberty Place, 7th Floor, 1601 Chestnut Street, Philadelphia, Pennsylvania 19192-1550, the name of your representative, in addition to the admission ticket portion of your proxy card if you are a Cigna shareholder of record, or your proof of ownership if you are a beneficial owner, and the address where the admission ticket should be sent. A Cigna shareholder may only appoint one representative. Requests from Cigna shareholders that are legal entities must be signed by an authorized officer or other person legally authorized to act on behalf of the legal entity.

      Requests received after April 20, 2016, may not be able to be processed in time to allow you to receive your admission ticket before the date of the Annual Meeting so you should mail your request early.

      Please note that cameras, recording equipment, electronic devices, large bags, briefcase or packages are not permitted in the meeting. Recording of the meeting is expressly prohibited.

      78

      GRAPHICCigna

      20152016 Notice of Annual Meeting of Shareholders and Proxy Statement    99


      ANNEX A — NON-GAAP MEASURES          

      Table of Contents


      ANNEX A – RECONCILIATION OF NON-GAAP MEASURES

      CONSOLIDATED ADJUSTED INCOME FROM OPERATIONS RECONCILIATION

      (dollars in millions)

       

       

      Year Ended December 31,

       

        

      2015

       

         

      2014

       

         

      2013

       

         

      2012

       

         

      2011

       

       

      Adjusted income from operations

       

        $

       

      2,256

       

        

       

        $

       

      2,115

       

        

       

        $

       

      2,076

       

        

       

        $

       

      1,878

       

        

       

        $

       

      1,402

       

        

       

      After-tax adjustments to reconcile to shareholders’ net income:

       

                

      Realized investment gains

       

         

       

      40

       

        

       

         

       

      106

       

        

       

         

       

      141

       

        

       

         

       

      31

       

        

       

         

       

      41

       

        

       

      Amortization of other acquired intangible assets, net

       

       

         

       

      (80

       

       

         

       

      (119

       

       

         

       

      (144

       

       

         

       

      (144

       

       

         

       

      (41

       

       

      Results of guaranteed minimum income benefits business

       

         

       

       

        

       

         

       

       

        

       

         

       

      25

       

        

       

         

       

      29

       

        

       

         

       

      (135

       

       

      Special Items:

       

                

      Debt extinguishment costs

       

         

       

      (65

       

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

      Merger-related transaction costs

       

         

       

      (57

       

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

      Transaction costs associated with PBM services agreement

       

         

       

       

        

       

         

       

       

        

       

         

       

      (24

       

       

         

       

       

        

       

         

       

       

        

       

      Charge related to reinsurance transaction

       

         

       

       

        

       

         

       

       

        

       

         

       

      (507

       

       

         

       

       

        

       

         

       

       

        

       

      Charge for disability claims regulatory matter

       

         

       

       

        

       

         

       

       

        

       

         

       

      (51

       

       

         

       

       

        

       

         

       

       

        

       

      Charge for organizational efficiency plan

       

         

       

       

        

       

         

       

       

        

       

         

       

      (40

       

       

         

       

      (50

       

       

         

       

       

        

       

      Costs associated with acquisitions

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

      (40

       

       

         

       

      (31

       

       

      Litigation matters

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

      (81

       

       

         

       

       

        

       

      Completion of IRS examination

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

      24

       

        

       

      Shareholders’ net income

       

        $

       

      2,094

       

        

       

        $

       

      2,102

       

        

       

        $

       

      1,476

       

        

       

        $

       

      1,623

       

        

       

        $

       

      1,260

       

        

       

                

      Special Items, pre-tax:

       

                

      Debt extinguishment costs

       

        $

       

      (100

       

       

        $

       

       

        

       

        $

       

       

        

       

        $

       

       

        

       

        $

       

       

        

       

      Merger-related transaction costs

       

         

       

      (66

       

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

      Transaction costs associated with PBM services agreement

       

         

       

       

        

       

         

       

       

        

       

         

       

      (37

       

       

         

       

       

        

       

         

       

       

        

       

      Charge related to reinsurance transaction

       

         

       

       

        

       

         

       

       

        

       

         

       

      (781

       

       

         

       

       

        

       

         

       

       

        

       

      Charge for disability claims regulatory matter

       

         

       

       

        

       

         

       

       

        

       

         

       

      (77

       

       

         

       

       

        

       

         

       

       

        

       

      Charge for organizational efficiency plan

       

         

       

       

        

       

         

       

       

        

       

         

       

      (60

       

       

         

       

      (77

       

       

         

       

       

        

       

      Costs associated with acquisitions

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

      (53

       

       

         

       

      (39

       

       

      Litigation matters

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

      (124

       

       

         

       

       

        

       

      Completion of IRS examination

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

       

        

       

         

       

      38

       

        

       

      Total

       

        $

       

      (166

       

       

        $

       

       

        

       

        $

       

      (955

       

       

        $

       

      (254

       

       

        $

       

      (1

       

       



       

       

      CONSOLIDATED ADJUSTED INCOME FROM OPERATIONS RECONCILIATION
      (dollars in millions)




             

       

       

      Year Ended December 31,





      2014





      2013





      2012





      2011





      2010




       

       

      Adjusted income (loss) from operations

       

      $

      1,996

       

      $

      1,932

       

      $

      1,734

       

      $

      1,361

       

      $

      1,211

       

       

       

       

      Results of guaranteed minimum income benefits business

       



       


      25

       


      29

       


      (135

      )


      (24

      )


       

       

      Special items, after-tax:

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       
      ​   

      Transaction costs associated with PBM services agreement

        (24)   
        

      Charge related to reinsurance transactions

          (507)     (20) 
      ​   

      Charge for disability claims regulatory matter

        (51)   
        

      Charge for organization efficiency plans

          (40) (50)     
      ​   

      Costs associated with acquisitions

         (40)(31) 
        

      Litigation matters

            (81)     
      ​   

      Completion of IRS examination

          24  
        

      Resolution of federal tax matter

                101  
      ​   

      Loss on early extinguishment of debt

           (39)
        Segment earnings (loss)  1,996  1,335  1,592  1,219  1,229  
      ​   Net realized investment gains, net of taxes 106 141 31 41 50 
        Shareholders' net income $2,102 $1,476 $1,623 $1,260 $1,279  

      ​  

       

      Special items, pre-tax:

       


       

       


       

       


       

       


       

       


       

       

        

      Transaction costs associated with PBM services agreement

       $ $(37)$ $ $  
      ​   

      Charge related to reinsurance transactions

        (781)  (31)
        

      Charge for disability claims regulatory matter

          (77)       
      ​   

      Charge for organization efficiency plans

        (60)(77)  
        

      Costs associated with acquisitions

            (53) (39)   
      ​   

      Litigation matters

         (124)  
        

      Completion of IRS examination

              38    
      ​   

      Resolution of federal tax matter

           155 
        

      Loss on early extinguishment of debt

                (59) 
      ​    $ $(955)$(254)$(1)$65 

       

      LOGO

      GRAPHICCigna

      2015 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      A-1


                ANNEX A — NON-GAAP MEASURES

      Table of Contents


      ANNEX A – RECONCILIATION OF NON-GAAP MEASURES  (CONTINUED)

      OPERATING BUSINESSES ADJUSTED INCOME FROM OPERATIONS RECONCILIATION

      (dollars in millions)

       

       
        

      Global
      Health Care

       

        

      Global
      Supplemental
      Benefits

       

        

      Group Disability
      and Life

       

       
        

       

      2015

       

        

      2014

       

        

      2013

       

        

      2015

       

        

      2014

       

        

      2013

       

        

      2015

       

        

      2014

       

        

      2013

       

       

      Adjusted income from operations

       

       $

       

      1,848

       

        

       

       $

       

      1,752

       

        

       

       $

       

      1,699

       

        

       

       $

       

      262

       

        

       

       $

       

      243

       

        

       

       $

       

      200

       

        

       

       $

       

      324

       

        

       

       $

       

      317

       

        

       

       $

       

      311

       

        

       

      After-tax adjustments to reconcile to shareholders’ net income:

       

               

      Realized investment gains

       

        

       

      30

       

        

       

        

       

      54

       

        

       

        

       

      73

       

        

       

        

       

      1

       

        

       

        

       

      3

       

        

       

        

       

      5

       

        

       

        

       

      4

       

        

       

        

       

      14

       

        

       

        

       

      40

       

        

       

      Amortization of other acquired intangible assets, net

       

        

       

      (84

       

       

        

       

      (106

       

       

        

       

      (127

       

       

        

       

      4

       

        

       

        

       

      (13

       

       

        

       

      (17

       

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

      Special Items:

       

               

      Transaction costs associated with PBM services agreement

       

        

       

       

        

       

        

       

       

        

       

        

       

      (24

       

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

      Charge for disability claims regulatory matter

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

      (51

       

       

      Charge for organizational efficiency plan

       

        

       

       

        

       

        

       

       

        

       

        

       

      (31

       

       

        

       

       

        

       

        

       

       

        

       

        

       

      (8

       

       

        

       

       

        

       

        

       

       

        

       

        

       

      (1

       

       

      Shareholders’ net income, by segment

       

       $

       

      1,794

       

        

       

       $

       

      1,700

       

        

       

       $

       

      1,590

       

        

       

       $

       

      267

       

        

       

       $

       

      233

       

        

       

       $

       

      180

       

        

       

       $

       

      328

       

        

       

       $

       

      331

       

        

       

       $

       

      299

       

        

       

               

      Special Items, pre-tax:

       

               

      Transaction costs associated with PBM services agreement

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

      (37

       

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

       

        

       

      Charge for disability claims regulatory matter

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

       

        

       

        

       

      (77

       

       

      Charge for organizational efficiency plan

       

        

       

       

        

       

        

       

       

        

       

        

       

      (47

       

       

        

       

       

        

       

        

       

       

        

       

        

       

      (11

       

       

        

       

       

        

       

        

       

       

        

       

        

       

      (2

       

       

      Total

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

      (84

       

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

      (11

       

       

       $

       

       

        

       

       $

       

       

        

       

       $

       

      (79

       

       


       

       

      OPERATING BUSINESSES ADJUSTED INCOME FROM OPERATIONS RECONCILIATION
      (dollars in millions)



                 

       

       

       

       
      Global Health Care



      Global
      Supplemental
      Benefits





      Group Disability
      and Life


      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

       

       

      Year Ended December 31,





      2014





      2013





      2012





      2014





      2013





      2012





      2014





      2013





      2012


       

       

       

      Adjusted income (loss) from operations

       
      $

      1,646
       
      $

      1,572
       
      $

      1,480
       
      $

      230
       
      $

      183
       
      $

      148
       
      $

      317
       
      $

      311
       
      $

      281
        

       

       

      Results of guaranteed minimum income benefits business

       


       



       



       



       



       



       



       



       



       

       

       

      Special items, after-tax:

        
       
        
       
        
       
        
       
        
       
        
       
        
       
        
       
        
       
        

      ​  

       

      Transaction costs associated with PBM services agreement

        (24)       

       

       

      Charge related to reinsurance transactions

                          

      ​  

       

      Charge for disability claims regulatory matter

              (51) 

       

       

      Charge for organization efficiency plans

          (31) (42)   (8) (6)   (1) (2) 

      ​  

       

      Costs associated with acquisitions

         (7)      

       

       

      Litigation matters

            (13)             

      ​  

       

      Completion of IRS examination

                

       

       

      Resolution of federal tax matter

                          

      ​  

       

      Loss on early extinguishment of debt

                

       

       

      Segment earnings (loss)

       $1,646 $1,517 $1,418 $230 $175 $142 $317 $259 $279  

       

       

      Special items, pre-tax:

       

       

       


       

       


       

       


       

       


       

       


       

       


       

       


       

       


       

       

       

       

      Transaction costs associated with PBM services agreement

       $ $(37)$ $ $ $ $ $ $  

      ​  

       

      Charge related to reinsurance transactions

                

       

       

      Charge for disability claims regulatory matter

                      (77)   

      ​  

       

      Charge for organization efficiency plans

        (47)(65) (11)(9) (2)(3)

       

       

      Costs associated with acquisitions

            (11)             

      ​  

       

      Litigation matters

         (20)      

       

       

      Completion of IRS examination

                          

      ​  

       

      Resolution of federal tax matter

                

       

       

      Loss on early extinguishment of debt

                          

      ​  

       

       $ $(84)$(96)$ $(11)$(9)$ $(79)$(3)

      A-2

      A-2    2015Cigna2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      GRAPHIC


      ANNEX B — 2015 GENERAL INDUSTRY PEER GROUP

      2015 General Industry Peer Group

      Abbott Laboratories

      Lowe’s Corporation

      AbbVie Inc.

      Medtronic, Inc.

      Aetna Inc.

      Merck & Co. Inc.

      AFLAC Inc.

      MetLife, Inc.

      American Express Company

      Morgan Stanley

      American International Group, Inc.

      Oracle Corporation

      Amgen Inc.

      Pfizer Inc.

      Anthem, Inc.

      Progressive Corp.

      Baxter International Inc.

      Prudential Financial, Inc.

      Bristol-Myers Squibb Company

      Sprint Nextel

      Capital One Financial Corporation

      T-Mobile US, Inc.

      Catamaran Corporation

      The Allstate Corporation

      CenturyLink, Inc.

      The Bank of New York Mellon Corporation

      Citigroup Inc.

      The Chubb Corporation

      Colgate-Palmolive Co.

      The Goldman Sachs Group, Inc.

      Community Health Systems, Inc.

      The Hartford Financial Services Group, Inc.

      Computer Sciences Corporation

      The PNC Financial Services Group, Inc.

      eBay Inc.

      The Travelers Companies, Inc.

      Eli Lilly and Company

      Thermo Fisher Scientific, Inc.

      HCA Holdings, Inc.

      U.S. Bancorp

      Humana Inc.

      Xerox Corporation

      Kimberly-Clark Corporation

      LOGO

      Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

      B-1


      LOGO

      Table of ContentsDRIVING DIRECTIONS

      FOR THE 2016 ANNUAL MEETING

      Windsor Marriott Hotel


      ANNEX B – SURVEY DATA FOR PRESIDENT – INTERNATIONAL MARKETS

      Ballroom 4

      28 Day Hill Road

      Windsor, CT 06095

      From Bradley International Airport:

      1.Depart Terminal Road toward Short Drive

      2.Keep right onto Bradley Field Connector (Road name changes to CT-20 E)

      3.Take ramp right for I-91 South toward Hartford

      4.At Exit 38B, take ramp right for Day Hill Road toward Poquonock / Windsor

      5.Hotel is on the right.

      From the South and Downtown:

      1.Take I-91 North toward Springfield

      2.At Exit 38, take ramp right for CT-75 North toward Day Hill Rd / Summerwind / Poquonock

      3.Turn right onto CT-75 N / Poquonock Avenue

      4.Take ramp right and follow signs for Day Hill Road

      5.Hotel is on the right.

      LOGO


              LOGO    Admission Ticket
      ACE LimitedManulife Financial Corporation
      AFLAC IncorporatedMarsh & McLennan Companies
      ​  American International Group, Inc.MetLife, Inc.
      Allianz SEThe Phoenix Companies, Inc.
      ​  The Allstate CorporationPrincipal Financial Group, Inc.
      Anthem, Inc.Protective Life Corporation
      ​  AXA GroupPrudential Financial, Inc.
      Genworth Financial, Inc.Sun Life Financial, Inc.
      ​  Great-West FinancialTransamerica Corp.
      The Hartford Financial Services Group, Inc.UnitedHealth Group, Incorporated
      ​  Humana, Inc.Unum Group
      Jackson National Life Insurance CompanyVoya Financial
      Lincoln National Corporation
      GRAPHIC
      2015 Notice of Annual Meeting of Shareholders and Proxy Statement    B-1


      ANNEX C – 2015 GENERAL INDUSTRY PEER GROUP


          



      2015 General Industry Peer Group



      Abbott LaboratoriesLowe's Corporation
      ​  AbbVie Inc.Medtronic, Inc.
      Aetna Inc.Merck & Co. Inc.
      ​  AFLAC Inc.MetLife, Inc.
      American Express CompanyMorgan Stanley
      ​  American International Group, Inc.Oracle Corporation
      Amgen Inc.Pfizer Inc.
      ​  Anthem, Inc.Progressive Corp.
      Baxter International Inc.Prudential Financial, Inc.
      ​  Bristol-Myers Squibb CompanySprint Nextel
      Capital One Financial CorporationT-Mobile US, Inc.
      ​  Catamaran CorporationThe Allstate Corporation
      CenturyLink, Inc.The Bank of New York Mellon Corporation
      ​  Citigroup Inc.The Chubb Corporation
      Colgate-Palmolive Co.The Goldman Sachs Group, Inc.
      ​  Community Health Systems, Inc.The Hartford Financial Services Group, Inc.
      Computer Sciences CorporationThe PNC Financial Services Group, Inc.
      ​  eBay Inc.The Travelers Companies, Inc.
      Eli Lilly and CompanyThermo Fisher Scientific, Inc.
      ​  HCA Holdings, Inc.U.S. Bancorp
      Humana Inc.Xerox Corporation
      ​  Kimberly-Clark Corporation
      GRAPHIC
      2015 Notice of Annual Meeting of Shareholders and Proxy Statement    C-1

      Table of Contents

      GRAPHIC

      DRIVING DIRECTIONS
      FOR THE 2015 ANNUAL MEETING

      Windsor Marriott Hotel
      Ballroom 4
      28 Day Hill Road
      Windsor, CT 06095

      From Bradley International Airport:

        1.
        Depart Terminal Road toward Short Drive
        2.
        Keep right onto Bradley Field Connector (Road name changes to CT-20 E)
        3.
        Take ramp right for I-91 South toward Hartford
        4.
        At Exit 38B, take ramp right for Day Hill Road toward Poquonock / Windsor
        5.
        Hotel is on the right.

      From the South and Downtown:

        1.
        Take I-91 North toward Springfield
        2.
        At Exit 38, take ramp right for CT-75 North toward Day Hill Rd / Summerwind / Poquonock
        3.
        Turn right onto CT-75 N / Poquonock Avenue
        4.
        Take ramp right and follow signs for Day Hill Road
        5.
        Hotel is on the right.

      MAP

      LOGO


      Table of Contents

      GRAPHIC


      Admission Ticket IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions

      Available 24 hours a day, 7 days a week!

      Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

      VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

      Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on April 21, 2015. 26, 2016.

      Vote by Internet

        •  Go to www.envisionreports.com/www.envisionreports.com/ci

        •   Or scan the QR code with your smartphone

        •   Follow the steps outlined on the secure website

      Vote by telephone

        •  Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone

        •  Follow the instructions provided by the recorded message

      Using a black inkpen, mark your votes with an as shown in
      this example. Please do not write outside the designated areas. X • Follow the instructions provided by the recorded message

      x

      Annual Meeting Proxy Card q

      IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

      AProposals — The Board recommends a voteFOR all nominees named in Proposal 1 andFOR Proposals 2 and 3.

      1. Election of Directors for terms expiring in 2018: 2017:
      ForAgainstAbstainForAgainstAbstainForAgainstAbstain
           01 - JohnDavid M. Partridge For Against Abstain Cordani¨¨¨02 - James E. Rogers For Against Abstain Isaiah Harris, Jr.¨¨¨03 - Eric C. Wiseman + For Against Abstain For Against Abstain 2. Advisory approval of Cigna’s executive compensation. 3. Ratification of appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2015. Note: Such other business as may properly come before the meeting or any postponements or adjournments thereof. Jane E. Henney, M.D.¨¨¨
           04 - Donna F. Zarcone¨¨¨

        For  Against Abstain    For Against Abstain
      2. Advisory approval of Cigna’s executive compensation. ¨  ¨ ¨  3. Ratification of appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2016. ¨ ¨ ¨

      Note: Such other business as may properly come before the meeting or any postponements or adjournments thereof.

      BNon-Voting Items

      Change of Address— Please print your new address below.

      Comments— Please print your comments below.

      Meeting Attendance

      Mark the box to the right if you plan to attend the Annual Meeting.

      ¨

      CAuthorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below The shares represented by this proxy will be voted as directed by the undersigned. Where no direction is given when a duly executed proxy is returned, such shares will be voted “For” all the nominees named in Proposal 1 and “For” Proposals 2 and 3 and will grant authority to the proxy holder to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT OF CIGNA CORPORATION. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

      The shares represented by this proxy will be voted as directed by the undersigned. Where no direction is given when a duly executed proxy is returned, such shares will be voted “For” all the nominees named in Proposal 1 and “For” Proposals 2 and 3 and will grant authority to the proxy holder to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof.

      THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT OF CIGNA CORPORATION. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

      Date (mm/dd/yyyy) — Please print date below.

         Signature 1 — Please—Please keep signature within the box. 1UPX

         Signature 2 — Please—Please keep signature within the box. + 01ZMJC

      //

      029IJB


      Admission Ticket

      Cigna Corporation 2016 Annual Meeting of Shareholders

      Wednesday, April 27, 2016

      8:00 a.m.

      Windsor Marriott Hotel

      Ballroom 4

      28 Day Hill Road

      Windsor, Connecticut 06095

      Please bring a valid government issued photo ID to be admitted to the meeting. In addition, if you own shares in street name, bring your most recent brokerage statement or a letter from your broker or other nominee with you to the meeting so that we can verify your ownership of common stock.

      Please note: no cameras, recording equipment, electronic devices, large bags, briefcases, signs or packages will be permitted. Mobile phones will be permitted in the meeting venue but may not be used for any purpose at any time while in the meeting venue. Violation of this rule can result in removal from the meeting venue. Please note that due to security reasons, all bags may be subject to search. Cigna will be unable to admit anyone who does not comply with these security procedures. No one will be admitted to the Cigna annual meeting once the meeting has commenced.

      IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

       


      LOGO

      Admission Ticket Cigna Corporation 2015 Annual Meeting of Shareholders Wednesday, April 22, 2015 8:00 a.m. Windsor Marriott Hotel Ballroom 4 28 Day Hill Road Windsor, Connecticut 06095 Please bring a valid photo ID to be admitted to the meeting. In addition, if you own shares in street name, bring your most recent brokerage statement or a letter from your broker or other nominee with you to the meeting so that we can verify your ownership of common stock. Please note: no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy/Voting Instruction Card Cigna Corporation Annual Meeting of Shareholders April 22, 2015, 8:00 a.m. This proxy/voting instruction card is solicited by the Board of Directors The undersigned hereby constitutes and appoints Neil Boyden Tanner and Marguerite C. Geiger, or either of them, as proxies with full power of substitution. Each of them is hereby authorized to represent the undersigned and vote all shares of the Corporation held of record by the undersigned on February 23, 2015 at the Annual Meeting of Shareholders, to be held at the Windsor Marriott Hotel, Ballroom 4, 28 Day Hill Road, Windsor, Connecticut 06095, on Wednesday, April 22, 2015 at 8:00 a.m., or at any postponements or adjournments thereof, on the matters set forth in the Proxy Statement dated March 13, 2015. If the undersigned has voting rights with respect to shares of the Corporation’s common stock under the Cigna 401(k) Plan, the undersigned hereby directs the trustee of the Cigna 401(k) Plan to vote shares equal to the number of shares allocated to the undersigned’s accounts under the plan in accordance with the instructions given herein. If the trustee does not receive instructions by 11:59 p.m. Eastern time on Thursday, April 16, 2015, the trustee will vote such shares in the manner instructed by the Corporation’s Retirement Plan Committee. This proxy/voting instruction card is solicited on behalf of the Board of Directors of Cigna Corporation pursuant to a separate Notice of Annual Meeting and Proxy Statement dated March 13, 2015, receipt of which is hereby acknowledged. You are encouraged to specify your choices by marking the appropriate selections (either on this card or electronically), but you need not specify any choices if you wish to vote in accordance with the Board of Directors’ recommendations, so long as you submit your proxy. If you use this card to vote, you must sign it on the reverse side for your vote to be counted. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL OF THE NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.

       


      Proxy/Voting Instruction Card

      Cigna Corporation

      Annual Meeting of Shareholders

      April 27, 2016, 8:00 a.m.

      This proxy/voting instruction card is solicited by the Board of Directors

      The undersigned hereby constitutes and appoints Neil Boyden Tanner and Marguerite C. Geiger, or either of them, as proxies with full power of substitution. Each of them is hereby authorized to represent the undersigned and vote all shares of the Corporation held of record by the undersigned on February 29, 2016 at the Annual Meeting of Shareholders, to be held at the Windsor Marriott Hotel, Ballroom 4, 28 Day Hill Road, Windsor, Connecticut 06095, on Wednesday, April 27, 2016 at 8:00 a.m., or at any postponements or adjournments thereof, on the matters set forth in the Proxy Statement dated March 18, 2016.

      If the undersigned has voting rights with respect to shares of the Corporation’s common stock under the Cigna 401(k) Plan, the undersigned hereby directs the trustee of the Cigna 401(k) Plan to vote shares equal to the number of shares allocated to the undersigned’s accounts under the plan in accordance with the instructions given herein. If the trustee does not receive instructions by 11:59 p.m. Eastern time on Thursday, April 21, 2016, the trustee will vote such shares in the manner instructed by the Corporation’s Retirement Plan Committee.

      This proxy/voting instruction card is solicited on behalf of the Board of Directors of Cigna Corporation pursuant to a separate Notice of Annual Meeting and Proxy Statement dated March 18, 2016, receipt of which is hereby acknowledged.

      You are encouraged to specify your choices by marking the appropriate selections (either on this card or electronically), but you need not specify any choices if you wish to vote in accordance with the Board of Directors’ recommendations, so long as you submit your proxy. If you use this card to vote, you must sign it on the reverse side for your vote to be counted.

      THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL OF THE NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.